historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions.

We have identified the policies below as critical of our business operations and the understanding of our financial results. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies see Note 1 to consolidated financial statements.

Reserves for price protection and other allowances.    We principally derive revenue from sales of packaged interactive software games designed for play on videogame platforms (such as the PlayStation 2, Xbox and Nintendo GameCube) and hand-held game devices (principally Nintendo GameBoy Advance). We generally sell our products on a no-return basis, although in certain instances, we may provide price protection or other allowances on certain unsold products in accordance with industry practices. Price protection, when granted and applicable, allows customers a credit against amounts they owe to us with respect to merchandise unsold by them. Revenue is recognized net of estimates of these allowances. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular advertisement, are reflected as selling and marketing expenses. We estimate potential future product price protection and other discounts related to current period product revenue. Our reserves for price protection and other allowances fluctuate over periods as a result of a number of factors including analysis of historical experience, current sell through of retailer inventory of our products, current trends in the videogame market, the overall economy, changes in customer demand and acceptance of our products and other related factors. However, actual allowances granted could materially exceed our estimates as unsold products in the distribution channels are exposed to rapid changes in consumer preferences, market conditions or technological obsolescence due to new platforms, product updates or competing products. For example, the risk of requests for allowances may increase as the PlayStation 2, Xbox and Nintendo GameCube consoles pass the midpoint of their lifecycle and an increasing number of and aggregate amount of competitive products heighten pricing and competitive pressures. While management believes it can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, if our estimates changed, our reserves would change, which would impact the net revenues and/or selling expenses we report. For the nine-month periods ended July 31, 2004 and 2003, we provided allowances for future price protection and other allowances of $2.2 million, and $4.5 million, respectively. The fluctuations in the provisions reflected our estimates of future price protection based on the factors discussed above. The decrease in the provision in the current period reflects the current period mix of revenues principally derived from value priced products and the introduction of the GameBoy Advance Video, all of which required significantly less reserves for price protection than the prior year period's mix of revenues. We do not have significant exposure to credit risk as the factor generally buys our receivables without recourse. However, during the nine-month period ended July 31, 2004, we recognized bad debt expense of $577,000 as a result of the Kay-Bee Toys' filing for bankruptcy protection in January 2004. Because sales to this customer could not be factored, we bore the responsibility for collection of the receivable.

Software development costs and intellectual property licenses.    Software development costs include milestone payments made to independent software developers under development arrangements. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. The amortization period is usually no longer than one year from the initial release of the product. For products where proven game engine technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to development costs. Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks or copyrights in the

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development of our products. Minimum guaranteed royalty payments for intellectual property licenses are initially recorded as an asset (prepaid license fees) and a liability, (accrued royalties) at the contractual amount upon execution of the contract when no significant performance remains with the licensor.

Commencing upon the related product's release, capitalized software development and property licenses costs are amortized to cost of sales based upon the higher of (i) the contractual rate based on actual net product sales or (ii) the ratio of current revenue to total projected revenue. The amortization period is usually no longer than one year from the initial release of the product. The recoverability of capitalized software development costs and intellectual property licenses is evaluated based on the expected performance of the specific products for which the costs relate. The following criteria are used to evaluate expected product performance: historical performance of comparable products using comparable technology; orders for the product prior to its release; and estimated performance of a sequel product based on the performance of the product on which the sequel is based.

Recent Accounting Pronouncements.    We do not believe that any recently issued, but not yet effective accounting standards will have a material effect on the our consolidated financial position, results of operations or cash flows.

Results of operations

Three months ended July 31, 2004 versus the three months ended July 31, 2003

Net revenues for the three-month period ended July 31, 2004 increased to $33.9 million, up from $3.9 million in the same period in 2003. Sales were driven primarily by the successful launch of 14 titles of GameBoy Advance Video, which uses our own proprietary compression technology. Sales of GameBoy Advance Video accounted for 79% of all units sold in the 2004 quarter. Continued strong sales of GameBoy Advance videogames, which accounted for an additional 15% of total units sold in the quarter, also contributed favorably. In the comparable 2003 period revenues were derived principally from value priced product sales. GameBoy Advance videogames represented approximately 60% of total units sold while console based games ("frontline products") accounted for the other 40%.

Gross profit increased to $7.1 million for the three-month period ended July 31, 2004 from $1.5 million in the comparable 2003 period due to the increase in net revenues. As a percentage of net revenues, gross profit declined to 20.8% in the 2004 quarter from 38.4% in the comparable 2003 quarter. This reduction in margin primarily reflects the higher content acquisition costs associated with certain titles included in the initial release of GameBoy Advance Video titles. Gross margin in the comparable 2003 period also benefited from the higher mix of frontline products, which are sold at higher wholesale prices. Although there can be no assurance, the gross margin in the fourth quarter is expected to improve as the product mix changes to include other GameBoy Advance Video titles with lower acquisition costs as well as increased sales of new frontline and accessory products.

Product research and development costs increased approximately $63,000 to $696,000 in the 2004 quarter from $633,000 in the comparable 2003 quarter, an increase of 10%. This increase is mainly due to increased employee costs for quality assurance related to the launch of GameBoy Advance Video as well as the evaluation of the increased number of games and other products currently in development.

Selling and marketing expenses increased $1.2 million in the current quarter to $2.9 million from $1.7 million in the comparable quarter last year, an increase of approximately 71%. The increase in expense is due mostly to higher variable costs (shipping and sales commissions) related to the higher sales volume. As a result, selling and marketing expenses as a percentage of net revenues increased to 8.7% in the three-month period ended July 31, 2004 from 4.3% in the comparable 2003 period.

General and administrative expenses increased 52% to $1.4 million in the three-month period ended July 31, 2004 from $943,000 in the comparable 2003 period. This increase is due primarily to

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increases in expenses, which are being incurred as a result of becoming a public company. Such costs relate to increased professional fees and other costs associated with public filings.

A gain of $1.2 million was recorded in the three months ended July 31, 2004 related to the renegotiation of the settlement of the Atari litigation (See Note 4 – Settlement Obligation). There was no comparable item in the 2003 period.

Operating income of $3.1 million for the three months ended July 31, 2004 improved from an operating loss of $1.9 million in the comparable three-month period in 2003. As a percentage of net revenues, operating income represented a 9% of net revenues in the current period. The increase in operating income is due to favorable market acceptance to the GameBoy Advance products, the introduction of GameBoy Advance Video and the gain on the renegotiation of the litigation settlement.

Interest expense and financing costs increased to $625,000 in the 2004 period, up from $346,000 in the comparable 2003 period due primarily to higher levels of purchase order financing associated with the higher sales volume and increased factor costs related to the higher level of sales factored.

During the three-month period ended July 31, 2004 an unrealized loss of $13,000 relating to a foreign exchange contract was recorded. There was no corresponding transaction in the comparable 2003 period.

In accordance with EITF 00-19, in the three-month period ended July 31, 2004, we recorded income of approximately $18.9 million related to the warrants issued in the private placement. This represents the change in the fair value of the warrants from April 30, 2004 to July 31, 2004 and was calculated using the Black-Scholes option pricing model. At such time as the registration of the underlying common stock becomes effective, the fair value of the warrant liability will be reclassified to equity (see Note 7 to consolidated financial statements).

A provision for income taxes of $759,000 was recorded in the three months ended July 31, 2004. There was no provision in the comparable 2003 period as we elected to be treated as an S Corporation under the Internal Revenue Code and as a result, income taxes were the responsibility of the individual shareholders. Effective November 1, 2003, we revoked our S Corporation election.

For the three-month period ended July 31, 2004, we generated a net profit of $20.5 million, principally as a result of the $18.9 million non-cash benefit related to the warrants issued in connection with the private placement, as compared to a net loss of approximately $2.2 million in the prior year.

Net income applicable to common stock for the three months ended July 31, 2004 of $20 million includes net income after taxes of $20.5 million net of a $469,500 preferred stock dividend requirement which is payable in common stock.

Nine months ended July 31, 2004 versus nine months ended July 31, 2003

Net revenues for the nine months ended July 31, 2004 increased to $75.6 million up from net revenues of $31.1 million in the same period in 2003. This increase is due to the higher unit volumes of GameBoy Advance titles, which accounted for 56% of total units sold, compared to 47% in the nine-month period in 2003 and the successful launch of GameBoy Advance Video, which utilizes our new proprietary compression technology and represented 34% of total units sold in the nine-month period ended July 31, 2004. Of the remaining 10% of net revenues, 7.5% was generated by frontline titles and 2.5% was related to sales of our specially designed headphones for the GameBoy Advance SP handheld device.

Gross profit increased to $20.0 million in the nine months ended July 31, 2004 from $11.5 million in the comparable nine-month 2003 period, an increase of 74%. Gross profit as a percentage of net revenues decreased to 26.5% in the nine-month 2004 period from 36.9% in the comparable 2003 period. The decrease in gross profit as a percentage of net revenues is largely due to the higher mix of value priced GameBoy Advance videogames and lower profit margins relating to sales of GameBoy Advance Video. Although there can be no assurances, we expect that gross margins will subsequently

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improve with the release of both other GameBoy Advance Video titles having lower content acquisition costs, and new frontline console games, which are sold at considerably higher price points.

Product research and development costs for the nine-month period ended July 31, 2004 were $1.9 million, an increase of 5% compared to $1.8 million in the nine-month period in 2003. The increase over the prior nine-month period is due to higher employee costs related to quality assurance in association with the launch of GameBoy Advance Video and evaluation of the increased number of videogames and other products currently in development.

Selling and marketing expenses consist mainly of fulfillment and shipping expenses, advertising and other promotional expenses and related employee costs. For the nine-month period ended July 31, 2004, selling and marketing expenses increased to $7.9 million from $7.7 million in the comparable 2003 period. The 3.6% increase is due to increased freight and fulfillment on the higher sales volumes related to the GameBoy Advance products. Freight and fulfillment expense for the nine months ended July 31, 2004 was $1.1 million compared to $640,000 for the comparable 2003 period. This was partially offset by approximately $800,000 in lower promotion expense related to the decrease in the promotion of frontline products in the current period. Much of the direct advertising for our new product line (GameBoy Video) was directly paid for by Nintendo, the manufacturer of the handheld game device. We expect continued direct marketing support by Nintendo in connection with holiday sales in the fourth calendar quarter. Selling and marketing expenses as a percentage of net revenues decreased to 10.6% in the nine-month period ended July 31, 2004 compared to 24.8% in the same 2003 period.

General and administrative expenses primarily represent employee related costs, including corporate executive and support staff, general office expenses, professional fees and various other overhead charges. These expenses for the nine-month period ended July 31, 2004 were $3.8 million compared to $2.8 million in the comparable 2003 period. The 34 % increase is attributable primarily to additional employee related costs, professional fees, insurance and other costs incurred as a result of being a public company.

A gain of $1.2 million was recorded in the nine months ended July 31, 2004 as a result of the renegotiation of the settlement of the Atari litigation (See Note 4 to consolidated financial statements). No corresponding income or expense was recorded in the prior year period.

Bad debt expense of approximately $577,000 was recorded in the nine months ended July 31, 2004 related to the Kay-Bee Toys bankruptcy. No similar expense was recorded in the prior year period.

Depreciation and amortization expense for the nine-month period ended July 31, 2004 increased to $311,000 from $267,000 in the same 2003 period due primarily to office equipment purchases.

Operating income of $6.5 million for the nine months ended July 31, 2004 improved $7.7 million from an operating loss of $1.2 million in the comparable nine-month period in 2003. As a percentage of net revenues, operating income improved to 9%, virtually offsetting the erosion at the gross profit level. The increase in operating income is due to increased sales volumes as a result of the increased sales of the GameBoy Advance products and GameBoy Advance Video, which incorporates our new proprietary compression technology.

Interest expense and financing costs increased approximately 35% to $1.9 million in the nine-month period ended July 31, 2004 from $1.4 million in the same 2003 period as a result of increased volumes subject to purchase order financing as well as an increase in factor costs related to the higher level of sales factored.

An unrealized loss of approximately $95,000 relating to a foreign exchange contract (see Note 6 to consolidated financial statements) was recorded in the nine-month period ended July 31, 2004. There was no corresponding gain or loss in the same period last year.

Merger costs of approximately $342,000 were incurred by Majesco in the first quarter of 2004 and consist primarily of professional fees and are non-recurring.

In accordance with EITF 00-19, we recorded a non-cash charge of approximately $30.4 million related to the warrants issued in the private placement in the nine-month period ended July 31, 2004.

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This non-cash charge to earnings represents the change in the fair value of the warrants from the time of issuance of the warrants to July 31, 2004 and was calculated using the Black-Scholes option pricing model. At such time as the registration of the underlying common stock becomes effective, the fair value of the warrant liability will be reclassified to equity (see Note 7 to consolidated financial statements).

A provision for income taxes of $1.2 million was recorded in the nine months ended July 31, 2004. There was no provision in the comparable 2003 period as we elected to be treated as an S Corporation under the Internal Revenue Code and as a result, income taxes were the responsibility of the individual shareholders. Effective November 1, 2003, we revoked our S-Corporation election.

For the nine-month period ended July 31, 2004, we generated a net loss of $27.4 million, principally as a result of the $30.4 million charge related to the warrants in the private placement, as compared to a net loss of approximately $2.6 million in the prior year.

The net loss applicable to common stock for the nine months ended July 31, 2004, of $29.0 million includes the net loss after taxes of $27.4 million, a $759,000 non-cash charge related to a deemed dividend to the holders of the 7% convertible preferred stock and a preferred stock dividend requirement of $809,000 which is payable in common stock. The deemed dividend represents the beneficial conversion feature of the 7% preferred stock, after taking into account the value of the warrants issued.

Liquidity and Capital Resources

On February 26, 2004, we completed a private placement of units consisting of preferred stock and warrants in which we raised approximately $25.8 million in gross proceeds from a group of institutional and accredited investors. The private placement resulted in net proceeds of approximately $21.4 million after deducting the fees and other expenses related to the financing. In connection with the private placement, the holders of the Series A preferred stock surrendered an aggregate of 352,112 shares of their Series A preferred stock, which were convertible into approximately 25,000,000 shares of common stock. With respect to the warrants to purchase common stock issued in connection with the private placement as a result of (i) the closing price of our common stock being greater than $2.50 per share and (ii) the average daily trading volume was greater than 75,000 shares for a 60 consecutive calendar day period which ended on May 31, 2004, the warrants are eligible to be called by us for redemption which redemption will not take effect until such time as a registration statement for resale of the shares of common stock underlying the warrants has been declared effective. If the warrants are called, and if they are exercised for cash, we would receive gross proceeds of approximately $26.8 million. While we are considering calling the warrants, there can be no assurance that we will do so or that if we do call the warrants, that the warrant holders would exercise their right to purchase the common stock.

We used $3.3 million of the net proceeds to pay certain creditors, including $2.5 million for a previously negotiated settlement amount to Atari Interactive, Inc. and approximately $2.5 million to repay portions of loans previously made to us by two of our executive officers. In order to satisfy the remaining balance of the loans previously provided by the two executive officers, we agreed to issue to them, in the aggregate, 100 units. We used the remaining balance of the proceeds for working capital purposes.

In accordance with Emerging Issues Task Force Issue 00-19 ("EITF 00-19"), Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled in, a Company's Own Stock", we have initially accounted for the fair value of the warrants as a liability due to the probability of the Company having to make a net cash settlement in the form of penalties until the above mentioned registration statement is declared effective. As of the closing date of the private placement the fair value of the warrants was approximately $21 million calculated utilizing the Black-Scholes option pricing model. In addition, changes in the market value of our common stock from the closing date through the effective date of the registration statement will result in non-cash charges or credits to operations to reflect the change in fair value of the warrants during this period. Accordingly, we recorded a charge to operations of $30.4 million during the period subsequent to the private

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placement ended July 31, 2004 to reflect the change in market value of the warrants, which was net of an $18.8 million benefit resulting from the reduction in the valuation of the warrants between April 30 and July 31, 2004. At the effective date, the fair value of the warrants will be reclassified to equity and, accordingly, the net effect of the application of the EITF would not be expected to have a material impact on our financial position and our business.

On September 1, 2004, Entertainment Finance International, LLC (EFI) commenced a breach of contract action against us relating to an outstanding warrant held by EFI, issued by ConnectivCorp prior to the Merger. EFI alleges that pursuant to the terms of the warrant, we are obligated to pay $1,750,000 for the repurchase of the shares underlying the warrant. We believe that this alleged repurchase obligation is not a valid claim and intend to vigorously defend against this action.

In the opinion of management, upon the advice of counsel, we have made adequate provision for potential liability, if any, arising from litigation and other claims. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters, and developments or assertions by or against us relating to intellectual property rights and intellectual property licenses, could have a material adverse effect on the our business, financial condition and operating results.

Cash Flows

Cash was $336,000 at July 31, 2004 compared to $314,000 at July 3, 2003. The proceeds from the private placement in February 2004 were used to finance the conversion of the working capital deficiency of $10.9 million at October 30, 2003 into positive working capital of $8.5 million at July 31, 2004.

For the nine months ended July 31, 2004 approximately $16.3 million of cash was used by operations. The usage of cash was attributable to the increase in due from factor of $7.4 million reflecting higher receivables from customers net of advances from the factor, decrease in advances from customers for prepayments of $9.7 million due to fulfillment of related orders, increased development and software costs of $7.4 million for games in progress as well as royalty advances to content providers for GameBoy Advance Video net of amounts expensed during the period, increased prepaid expenses of $300,000 related to the Electronic Entertainment Expo ("E3") trade show for which the total expense of approximately $1 million is being amortized over the remainder of our fiscal year, a decrease in accounts payable and accrued expenses of $1.1 million and the $5.5 million payment related to settlement obligations. Increases in cash were attributable to an increase in royalties payable of $5.6 million, due primarily to GameBoy Advance Video sales, increase in taxes payable of approximately $1.0 million and a decrease in inventory of $6.2 million resulting from deliveries for the 2003 holiday season.

Cash used in investing activities during the nine months ended July 31, 2004 was principally related to purchases of computer equipment of $224,000.

Cash generated from financing activities for the nine months ended July 31, 2004 was $16.5 million, which included the aforementioned $21.4 million in net proceeds from the private placement and a loan from a related party of $1.0 million. The proceeds from the financings were used for working capital, the repayment of borrowings from the finance company ($3.1 million) and $2.8 million was used to repay loans from shareholders and an officer.

We expect continued volatility in the use of cash due to the seasonality of the business, receivable payment cycles and quarterly working capital needs to finance our publishing business and growth objectives.

At July 31, 2004 we do not currently have any material commitments with respect to leases and capital expenditures.

At July 31, 2004 we are committed under agreements with certain developers for future milestone and license fee payments aggregating $27.9 million and $5.5 million, respectively, which are principally

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payable ratably over the next two years. Milestone payments represent scheduled installments due to our developers based upon the developers providing to us certain deliverables, as predetermined in our contracts. These payments will be used to reduce future royalties due to the developers from sales of our videogames.

At July 31, 2004 we had open letters of credit aggregating $5.9 million under our purchase order assignment arrangement for inventory to be delivered during the subsequent quarter.

Although there can be no assurance, management believes that there are sufficient capital resources from operations, including our factoring and purchase order financing arrangements, and as a result of the proceeds received in our private placement, to finance our operational requirements for the next twelve months, including the funding of development, production, marketing and the sale of new products, the purchases of equipment, and the acquisition of intellectual property rights for future products. In addition, although there can be no assurance, we are in the process of renegotiating our factor and purchase order financing arrangements to increase our borrowing availability. Although there can be no assurances, in order to meet our short and longer-term needs, we also may be able to obtain additional funds through the exercise of the warrants sold in the private placement as discussed above. If we incur operating losses, if our seasonal borrowing needs exceed our current borrowing availability, or if unforeseen events occur that would require additional funding, we may need to raise additional capital or incur debt to fund our operations. As we expand our product offerings, including, for example, new frontline videogames, licensed video content and accessories our need to fund our development efforts, licensing fees, marketing costs, as well as our operations, will require that we change our current form of financing from asset based to more traditional forms of commercial borrowings, and. or raise additional capital. We would expect to seek such capital through sales of additional equity or debt securities and/or loans from banks, but there can be no assurance that such funds will be available to us on acceptable terms, if at all. Failure to obtain such financing or obtaining it on terms not favorable to us could have a material adverse effect on future operating prospects and continued growth.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, including the changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from changes in market rates and prices. Foreign exchange contracts used to hedge foreign currency exposure are subject to market risk. We do not enter into derivatives or other financial instruments for trading or speculative purposes. As of July 31, 2004, the Company has an outstanding foreign currency forward exchange contract to exchange 2.4 million euros into $2.8 million which expires March 31, 2005 and, accordingly, recorded as a liability (in accounts payable and accrued expenses) the unrealized loss of $.1 million.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.    As of July 31, 2004, with the participation of our management, the Chief Executive Officer and Chief Financial Officer of the Company evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15d-15(e)). In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2004, our disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to our Chief Executive Officer and Chief Financial Officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In connection with the rules, we are continuing the process of reviewing and documenting our disclosure controls and procedures,

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including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Changes in Internal Controls.    No change in the Company's internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the fiscal quarter ended July 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings

As previously disclosed in our public filings, we entered into a settlement agreement with Atari Interactive, Inc. in settlement of that certain judgment entered by the US District Court of Massachusetts against Majesco Sales Inc., our wholly-owned subsidiary and sole operating company, in the approximate amount of $6.7 million, pursuant to a breach of contract action. On May 11, 2004, in exchange for a one-time payment of $1.5 million by the Company to Atari, paid on May 21, 2004, Atari agreed to a complete release of the Company from (i) any further obligations ($2.7 million and accrued interest); (ii) all restrictions contained in the settlement agreement; and (iii) all obligations of any nature whatsoever with regard to the judgment. Prior to such date, we had paid $4.0 million to Atari pursuant to the terms of the settlement agreement.

With respect to our previously disclosed litigation with Rage Games Limited, on July 15, 2004 the Company was granted a partial summary judgment with respect to advances of $77,000 paid by the Company. The court denied the plaintiff's motion for partial summary judgment as well as the Company's motion for partial summary judgment as to its remaining claims. A trial date has not been set.

On September 1, 2004, Entertainment Finance International, LLC (EFI) commenced a breach of contract action in the Supreme Court of New York, relating to an outstanding warrant held by EFI, issued by ConnectivCorp prior to the Merger. EFI alleges that pursuant to the terms of the warrant, we are obligated to pay $1,750,000 for the repurchase of the shares underlying the warrant. We believe that this alleged repurchase obligation is not a valid claim and intend to vigorously defend against this action.

Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

Item 5.    Other Information

None.

Item 6.    Exhibits and Reports on Form 8-K.

(a) Exhibits

3.1				Second Amended and Restated Bylaws of Majesco Holdings Inc.
31.1				Rule 13a-15(e) Certification of Chief Executive Officer.
31.2				Rule 13a-15(e) Certification of Chief Financial Officer.
32.1				Section 1350 Certificate of Chief Executive Officer.
32.2				Section 1350 Certificate of Chief Financial Officer.

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(b) Reports on Form 8-K

On July 21, 2004, the Company furnished a Current Report on Form 8-K under Items 5 and 7.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MAJESCO HOLDINGS INC.

/s/ Jan E. Chason                             Jan E. Chason Chief Financial Officer Date: September 14, 2004

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