Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Trinad Capital Master Fund Ltd.
  2. Issuer Name and Ticker or Trading Symbol
SHELLS SEAFOOD RESTAURANTS INC [SHLL.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2121 AVENUE OF THE STARS, SUITE 1650
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007
(Street)

LOS ANGELES, CA 90067
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/30/2007   P(1)   74,667 A $ 0 (1) 3,596,215 (2) (3) D (2) (3)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Trinad Capital Master Fund Ltd.
2121 AVENUE OF THE STARS
SUITE 1650
LOS ANGELES, CA 90067
    X    
Trinad Advisors II, LLC
2121 AVENUE OF THE STARS
SUITE 1650
LOS ANGELES, CA 90067
    X    
Trinad Capital L.P.
2121 AVENUE OF THE STARS
SUITE 1650
LOS ANGELES, CA 90067
    X    
Trinad Management, LLC
2121 AVENUE OF THE STARS
SUITE 1650
LOS ANGELES, CA 90067
    X    
ELLIN ROBERT S
2121 AVENUE OF THE STARS
SUITE 1650
LOS ANGELES, CA 90067
    X    
Wolf Jay
2121 AVENUE OF THE STARS
SUITE 1650
LOS ANGELES, CA 90067
  X   X    

Signatures

 Trinad Capital Master Fund, Ltd. By: /s/ Jay Wolf, Authorized Representative   04/11/2007
**Signature of Reporting Person Date

 Trinad Advisors II, LLC By: /s/ Robert S. Ellin, Managing Director   04/11/2007
**Signature of Reporting Person Date

 Trinad Capital LP By: Trinad Advisors GP, LLC, its general partner By: /s/ Robert S. Ellin, Managing Director   04/11/2007
**Signature of Reporting Person Date

 Trinad Management, LLC By: /s/ Robert S. Ellin, Managing   04/11/2007
**Signature of Reporting Person Date

 By: /s/ Robert S. Ellin   04/11/2007
**Signature of Reporting Person Date

 By: /s/ Jay Wolf   04/11/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These securities were given as payment by the Issuer in exchange for the extension and renegotiation of a line of credit to the Issuer and have an estimated value of $0.45 per share.
(2) These securities are owned directly by Trinad Capital Master Fund, Ltd. (the "Master Fund") which is a reporting person. These securities may be deemed to be beneficially owned by Trinad Management, LLC, the investment manager of the Master Fund; Trinad Capital LP; a controlling stockholder of the Master Fund; Trinad Advisors GP, LLC, the general partner of Trinad Capital LP; Robert S. Ellin, a managing director of and portfolio manager for Trinad Management, LLC and a managing director of Trinad Advisors GP, LLC; and Jay Wolf a director of the issuer and a managing director of and portfolio manager for Trinad Management, LLC and a managing director of Trinad Advisors GP, LLC. (Continued in Footnote 3)
(3) Each such reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.