-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eu2b+QFuG6IvqpCz1dOpAnh7cE+KwPLpgoAZnnp4cwGhUveA+5YlD4mfL1O+Yl2k /ETZ21Od1rZtafYLjQBi1w== 0001056590-08-000004.txt : 20080314 0001056590-08-000004.hdr.sgml : 20080314 20080314170922 ACCESSION NUMBER: 0001056590-08-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080314 DATE AS OF CHANGE: 20080314 GROUP MEMBERS: DOT COM INVESTMENT CORPORATION GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: HOLTZMAN OPPORTUNITY FUND, L.P. GROUP MEMBERS: JEWELCOR INCORPORATED GROUP MEMBERS: JEWELCOR MANAGEMENT, INC. GROUP MEMBERS: S.H. HOLDINGS, INC. GROUP MEMBERS: SEYMOUR HOLTZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: George Foreman Enterprises Inc CENTRAL INDEX KEY: 0001079786 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 541811721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56755 FILM NUMBER: 08690281 BUSINESS ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: (570) 822-6277 MAIL ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 FORMER COMPANY: FORMER CONFORMED NAME: MM COMPANIES INC DATE OF NAME CHANGE: 20020719 FORMER COMPANY: FORMER CONFORMED NAME: MUSICMAKER COM INC DATE OF NAME CHANGE: 19990216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 gfme13d14.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 14 Under the Securities Exchange Act of 1934 George Foreman Enterprises, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 372481101 (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes-Barre Blvd. Wilkes-Barre, Pennsylvania 18702 (570) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 7, 2008 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON dot com Investment Corporation - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 80,000 (1) SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 80,000 (1) WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 (1) - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO (1) Includes 40,000 shares that may be acquired immediately by Jewelcor Investments LLC upon conversion of an 8% Convertible Promissory Note, and 40,000 shares that may be acquired by Jewelcor Investments LLC immediately thereafter upon exercise of a warrant. SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Opportunity Fund, L.P. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 310,313 (1) SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 310,313 (1) WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,313 (1) - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON PN (1) Includes 60,000 shares that may be acquired immediately upon conversion of an 8% Convertible Promissory Note, and 60,000 shares that may be acquired immediately thereafter upon exercise of a warrant. SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Investments LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 80,000 (1) SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 80,000 (1) WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 (1) - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- (1) Includes 40,000 shares that may be acquired immediately upon conversion of an 8% Convertible Promissory Note, and 40,000 shares that may be acquired immediately thereafter upon exercise of a warrant. SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Financial Advisors, LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 310,313 (1) SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 310,313 (1) WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,313 (1) - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- (1) Includes 60,000 shares that may be acquired immediately by Holtzman Opportunity Fund, L.P.upon conversion of an 8% Convertible Promissory Note, and 60,000 shares that may be acquired by Holtzman Opportunity Fund, L.P. immediately thereafter upon exercise of a warrant. SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H. Independence, LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 310,313 (1) SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 310,313 (1) WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,313 (1) - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- (1) Includes 60,000 shares that may be acquired immediately by Holtzman Opportunity Fund, L.P.upon conversion of an 8% Convertible Promissory Note, and 60,000 shares that may be acquired by Holtzman Opportunity Fund, L.P. immediately thereafter upon exercise of a warrant. SCHEDULE 13D CUSIP No. 372481101 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 2,041,047 (1)(2) SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 2,041,047 (1)(2) WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,041,047 (1)(2) - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.7% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN (1) Includes an option to purchase 240,500 shares of Common Stock, all of which are immediately exercisable. (2) Includes 100,000 shares that may be acquired immediately by Holtzman Opportunity Fund, L.P. and Jewelcor Investments LLC upon conversion of 8% Converible Prommissory Notes, and 100,000 shares that may be acquired by Holtzman Opportunity Fund, L.P. and Jewelcor Investments LLC immediately thereafter upon exercise of warrants. SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 0 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 0 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ This Amendment No. 14 amends and supplements the Schedule 13D, dated December 18, 2000, as amended to date (the "Schedule 13D"), originally filed with the Securities and Exchange Commission by dot com Investment Corporation ("dot com"), Jewelcor Management, Inc. ("JMI") and others with respect to the common stock, $.01 par value (the "Common Stock"), of George Foreman Enterprises, Inc., a Delaware corporation (the "Company"). The address of the principal business and principal offices of George Foreman Enterprises, Inc. is c/o Jewelcor Companies, 100 North Wilkes-Barre Blvd., Wilkes-Barre, Pennsylvania 18702. Item 2 of the Schedule 13D, "Identity and Background," is amended and supplemented by adding the following: Jewelcor Investments LLC, Holtzman Financial Advisors, LLC and S.H. Indepedence, LLC are included in the Reporting Persons for purposes of this and subsequent Amendments to the Schedule 13D. Jewelcor Investments LLC ("Investments") is a Delaware limited liability company that was formed primarily to act as an investment vehicle. The address of the principal business and principal offices of Investments is 100 N. Wilkes-Barre Blvd., Wilkes-Barre, Pennsylvania 18702. The members of Investments are Mr. Holtzman and JMI. JMI, as the managing member of investments, has sole voting and dispositive power with respect to the shares of Common Stock held by Investments. Mr. Holtzman is an indirect controlling stockholder of JMI. Seymour Holtzman has sole voting and dispositive power with respect to the shares of Common Stock held by Investments. Holtzman Opportunity Fund, L.P. ("Opportunity") is a Nevada limited partnership which is primarily involved in acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of Opportunity is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. The general partner of Opportunity is Holtzman Financial Advisors, LLC ("Advisors"), a Nevada limited liability company which is primarily involved in managing Opportunity's affairs and assets. The address of the principal business and principal offices of Advisors is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. The Managing Member of Advisors is SH Independence, LLC ("Independence"), a Nevada limited liability company which is involved in serving as the Managing Member of Advisors. The address of the principal business and principal offices of Independence is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. The sole member of Independence is Seymour Holtzman. dot com Investment Corporation no longer beneficially owns any shares of Common Stock. dot com Investment Corporation disclaims membership in any "group" with the other Reporting Persons for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, and will not be included in future amendments to this Schedule 13D. (d) and (e) During the last five years, no Reporting Person or other person identified in response to this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration," is amended and supplemented by adding the following: The March 7, 2008 purchase by the Holtzman Opportunity Fund, L.P. ("Opportunity") of a Note in the principal amount of $150,000, which is described below in Item 5(c), was funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The March 7, 2008 purchase by Investments of a Note in the principal amount of $100,000, which is described below in Item 5(c), was funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4. Purpose of Trasaction. Item 4 of the Schedule 13D, "Purpose of Transaction," is amended and supplemented by adding the following: Opportunity and Investments each acquired beneficial ownership of the Convertible Notes to which this Amendment relates for investment purposes. Opportunity and Investments each reserves the right to increase or decrease the size of its investment in the Company. Except as set forth in this Item 4, neither Opportunity nor Investments has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Rule 13d-101 under the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. Item 5(a)-(b) of the Schedule 13D, "Interest in Securities of the Issuer," is deleted in its entirety and replaced with the following: (a) As of March 14, 2008, the Reporting Persons included in this filing beneficially owned an aggregate of 2,041,047 shares of Common Stock, representing approximately 54.7% of the outstanding shares of Common Stock based upon the 3,289,006 shares of Common Stock outstanding as of September 30, 2007 as reported by the Company in its Form 10-QSB filed on November 14, 2007. As of March 14, 2008, Opportunity beneficially owned an aggregate of 310,313 shares of Common Stock (including 60,000 shares that may be acquired immediately upon conversion of an 8% Convertible Promissory Note, and 60,000 shares that may be acquired immediately thereafter upon exercise of a warrant), representing approximately 9.1% of the outstanding shares of Common Stock. Opportunity has sole voting and dispositive power over the shares of Common Stock beneficially owned by it. As of March 14, 2008, Investments beneficially owned an aggregate of 80,000 shares of Common Stock (including 40,000 shares that may be acquired immediately upon conversion of an 8% Convertible Promissory Note, and 40,000 shares that may be acquired immediately thereafter upon exercise of a warrant), representing approximately 2.4% of the outstanding shares of Common Stock. Investments has sole voting and dispositive power over the shares of Common Stock beneficially owned by it. As of March 14, 2008, Seymour Holtzman may be deemed to have a direct beneficial ownership of 1,650,734 shares of Common Stock, including an option to purchase 240,500 shares of Common Stock, all of which are currently exercisable, and by virtue of the relationships described under Item 2 of the Schedule 13D, indirect beneficial ownership of 310,313 shares of Common Stock held by Opportunity (including 120,000 shares that may be acquired as described in this Item 5) and 80,000 shares of Common Stock held by Investments (all of which may be acquired as described in this Item 5), representing an aggregate of approximately 54.7% of the outstanding shares of Common Stock. Seymour Holtzman has sole voting and dispositive power over the shares of Common Stock held by Opportunity and Investments. (b) As of March 14, 2008, each of the Reporting Persons has sole voting and dispositive power over the shares of Common Stock beneficially owned by such Reporting Person. Item 5(c) of the Schedule 13D: Is amended and supplemented by adding the following: (c) On March 7, 2008, pursuant to a Securities Purchase Agreement, Opportunity and Investments purchased from the Company newly issued 8% Convertible Promissory Notes ("Convertible Notes") in the principal amounts of $150,000 and $100,000, respectively. These Convertible Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of Common Stock and one warrant to purchase one share of common stock, exercisable at a price of $3.00 per share, subject to adjustment. Opportunity and Investments have the immediate right to acquire, without additional consideration, 60,000 and 40,000 shares of Common Stock, respectively,included in the units issuable upon conversion of the Convertible Notes, and thereafter have the immediate right to acquire an additional 60,000 and 40,000 shares of Common Stock, respectively, upon exercise of the warrants included in the units issuable upon conversion of the Convertible Notes, at an exercise price of $3.00 per share. The foregoing description of the Securities Purchase Agreement, the Addendum, the 8% Convertible Promissory Note, and the Warrants is qualified in its entirety by reference to the full text of said documents, which are Exhibits 10.1 through 10.4, respectively, to the Current Report on Form 8-K that was filed by the Company with the Securities and Exchange Commission on March 11, 2008, and which are incorporated herein by reference. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer," is amended and supplemented by adding the following: Except as described elsewhere in the Schedule 13D, to the best knowledge of each of the Reporting Persons, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D, " Material to be Filed as Exhibits," is amended by adding the following: 99.1 Joint Filing Agreement among dot com Investment Corporation, Jewelcor Management, Inc., Jewelcor Incorporated, S.H. Holdings, Inc., Holtzman Opportunity Fund, L.P., Jewelcor Investments LLC, Holtzman Financial Advisors, LLC, S.H. Independence, LLC, Seymour Holtzman and Evelyn Holtzman dated March 14, 2008. 99.2 Securities Purchase Agreement dated as of March 7, 2008 by and among the Company and purchasers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 11, 2008). 99.3 Addendem to Securities Purchase Agreement dated as of February 29, 2008 by and among the Company and purchasers (incorporated by reference to Exhibit 10.2 to the Company's Current report on Form 8-K filed on March 11, 2008). 99.4 Form of COnvertible Note (incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed on March 11, 2008). 99.5 Form of Warrrant (incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed on March 11, 2008). SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: March 14, 2008 DOT COM INVESTMENT CORPORATION By: /s/ Seymour Holtzman -------------------- Name: Seymour Holtzman Title: President JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman -------------------- Name: Seymour Holtzman Title: President HOLTZMAN OPPORTUNITY FUND, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman -------------------- Name: Seymour Holtzman Title: Manager JEWELCOR INVESTMENTS LLC By: JEWELCOR MANAGEMENT, INC., its Managing Member By: / s / Seymour Holtzman ------------------------------- Name: Seymour Holtzman Title: President SH INDEPENDENCE, LLC By: /s/ Seymour Holtzman ------------------------------ Name: Seymour Holtzman Title: Managing Member HOLTZMAN FINANCIAL ADVISORS, LLC By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman ------------------------------ Name: Seymour Holtzman Title: Manager /s/ Seymour Holtzman -------------------- Seymour Holtzman /s/ Evelyn Holtzman ------------------- Evelyn Holtzman EX-99 2 jtagreeexhibit991.txt EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the common stock, without nominal or par value per share, of George Foreman Enterprises, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements. The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of 14th day of March, 2008. DOT COM INVESTMENT CORPORATION By: /s/ Seymour Holtzman -------------------- Name: Seymour Holtzman Title: President JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman -------------------- Name: Seymour Holtzman Title: President HOLTZMAN OPPORTUNITY FUND, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: SH Independence, LLC,its Managing Member By: /s/ Seymour Holtzman -------------------- Name: Seymour Holtzman Title: Manager SH INDEPENDENCE, LLC By: /s/ Seymour Holtzman ------------------------------ Name: Seymour Holtzman Title: Managing Member HOLTZMAN FINANCIAL ADVISORS, LLC By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman ------------------------------ Name: Seymour Holtzman Title: Manager JEWELCOR INVESTMENTS LLC By: JEWELCOR MANAGEMENT, INC., its Managing Member By: / s / Seymour Holtzman ------------------------------- Name: Seymour Holtzman Title: President /s/ Seymour Holtzman -------------------- Seymour Holtzman /s/ Evelyn Holtzman ------------------- Evelyn Holtzman -----END PRIVACY-ENHANCED MESSAGE-----