1
|
NAME
OF REPORTING PERSON
Mark J.
Wattles
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
11,000,000
|
|
8
|
SHARED
VOTING POWER
—
|
||
9
|
SOLE
DISPOSITIVE POWER
11,000,000
|
||
10
|
SHARED
DISPOSITIVE POWER
—
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Wattles Capital Management,
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
10,000,000
|
|
8
|
SHARED
VOTING POWER
—
|
||
9
|
SOLE
DISPOSITIVE POWER
10,000,000
|
||
10
|
SHARED
DISPOSITIVE POWER
—
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
HKW
Trust
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,000,000
|
|
8
|
SHARED
VOTING POWER
—
|
||
9
|
SOLE
DISPOSITIVE POWER
1,000,000
|
||
10
|
SHARED
DISPOSITIVE POWER
—
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
James A.
Marcum
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
6,200
|
|
8
|
SHARED
VOTING POWER
- 0 - **
|
||
9
|
SOLE
DISPOSITIVE POWER
6,200
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 - **
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,200**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Elliott
Wahle
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
7,500
|
|
8
|
SHARED
VOTING POWER
- 0 - **
|
||
9
|
SOLE
DISPOSITIVE POWER
7,500
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 - **
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Don R.
Kornstein
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 5,500
-
|
|
8
|
SHARED
VOTING POWER
- 0 - **
|
||
9
|
SOLE
DISPOSITIVE POWER
- 5,500
-
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 - **
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 5,500
-**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Anthony
Bergamo
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 15,000
-
|
|
8
|
SHARED
VOTING POWER
- 0 - **
|
||
9
|
SOLE
DISPOSITIVE POWER
- 15,000
-
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 - **
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
15,000 -**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Alexander M.
Bond
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
PF, OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
10,000
|
|
8
|
SHARED
VOTING POWER
- 0 -**
|
||
9
|
SOLE
DISPOSITIVE POWER
10,000
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -**
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
**
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
**
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Exhibit
99.1
|
Notice
of Business Proposals dated February 28,
2008.
|
WATTLES
CAPITAL MANAGEMENT, LLC
|
|||
By:
|
/s/
Mark J. Wattles
|
||
Name:
|
Mark
J. Wattles
|
||
Title:
|
President
|
||
HKW
TRUST
|
|||
By:
|
/s/
Mark J. Wattles
|
||
Name:
|
Mark
J. Wattles
|
||
Title:
|
Trustee
|
||
/s/
Mark J. Wattles
|
|||
Mark
J. Wattles
|
|||
/s/
James A. Marcum
|
|||
James
A. Marcum
|
|||
/s/
Elliott Wahle
|
|||
Elliott
Wahle
|
|||
/s/
Don R. Kornstein
|
|||
Don
R. Kornstein
|
|||
/s/
Anthony Bergamo
|
|||
Anthony
Bergamo
|
|||
/s/
Alexander M. Bond
|
|||
Alexander
M. Bond
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
4,300
|
4.2200
|
03/03/2008
|
1,900
|
4.2199
|
03/03/2008
|
7,500
|
4.5900
|
02/29/2008
|
5,500
|
4.6300
|
02/28/2008
|