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

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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) 06/01/2006 (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 06/01/2006   P   50,000 A $ 43,515 3,021,548 (1) D   Common Stock 06/01/2006   P   0 A $ 0 3,021,548 (2) I By Trinad Capital Master Fund, Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 GP, 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, Director		06/07/2006
**Signature of Reporting Person		Date
Trinad Advisors GP, LLC By: /s/ Robert S. Ellin, Managing Member		06/07/2006
**Signature of Reporting Person		Date
Trinad Advisors GP, LLC, By its general partner of Trinad Capital, LP, By: /s/ Robert S. Ellin, Managing Member		06/07/2006
**Signature of Reporting Person		Date
Trinad Management, LLC By: /s/ Robert S. Ellin, Managing Member		06/07/2006
**Signature of Reporting Person		Date
/s/ Robert S. Ellin		06/07/2006
**Signature of Reporting Person		Date
/s/ Jay Wolf		06/07/2006
**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 are owned by Trinad Capital Master Fund, Ltd. (the "Master Fund") which is a reporting person.
(2)	These securities may be deemed to be beneficially owned by Trinad Management, LLC, the investment manager of the Master Fund; Trinad Capital LP a principal stockholder of the Master Fund; Trinad Advisors GP, LLC, the general partner of Trinad Capital LP; Robert S. Ellin, the managing member of Trinad Management, LLC and the managing member of Trinad Advisors GP, LLC; and Jay Wolf a director of the issuer and a member of Trinad Management, LLC and a member of Trinad Advisors GP, LLC. 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.

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