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£
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Rule
13d-1(b)
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S
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Rule
13d-1(c)
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£
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Rule
13d-1(d)
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SCHEDULE
13G
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CUSIP
No. 004631107
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1.
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Names
of Reporting Persons.
Roger
Feldman
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
] (b) [
]
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3.
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SEC
USE ONLY
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4.
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Citizenship
or Place of Organization
United
States citizen
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
1,623,295
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
1,623,295
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,623,295
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
10.1%
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12.
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Type
of Reporting Person
IN
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SCHEDULE
13G
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CUSIP
No. 004631107
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||
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1.
|
Names
of Reporting Persons.
Harvey
Hanerfeld
I.R.S.
Identification Nos. of above persons (entities only).
|
|
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o
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3.
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SEC
USE ONLY
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|
|
4.
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Citizenship
or Place of Organization
United
States citizen
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
|
6.
|
Shared
Voting Power
1,623,295
|
||
|
7.
|
Sole
Dispositive Power
0
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||
|
8.
|
Shared
Dispositive Power
1,623,295
|
||
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,623,295
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
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11.
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Percent
of Class Represented by Amount in Row (9)
10.1%
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|
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12.
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Type
of Reporting Person
IN
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Item
1.
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(a)
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Name
of Issuer
ACME
Communications, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
2101
E. 4th St., Ste. 202A, Santa Ana, CA 92705-3825
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Item
2.
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(a)
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Name
of Person Filing
This
schedule 13G is being filed jointly by Roger Feldman and Harvey
Hanerfeld
(the "Reporting Persons").
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(b)
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Address
of Principal Business Office or, if none, Residence
The
address of each of the Reporting Persons is 1919 Pennsylvania Avenue,
NW,
Suite 725, Washington, DC 20006
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(c)
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Citizenship
Each
of the Reporting Persons is a United States citizen
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(d)
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Title
of Class of Securities
Common
Stock, $.01 par value per share
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(e)
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CUSIP
Number
004631107
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Item
3.
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If
this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8).
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(e)
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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal
Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
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(j)
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o
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned:
*
See Attachment A
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(b)
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Percent
of class:
*
See Attachment A
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
*
See Attachment A
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(ii)
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Shared
power to vote or to direct the vote
*
See Attachment A
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(iii)
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Sole
power to dispose or to direct the disposition of
*
See Attachment A
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(iv)
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Shared
power to dispose or to direct the disposition of
*
See Attachment A
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Item
5.
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Ownership
of Five Percent or
Less of a Class
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If
this statement is being filed to report the fact that as of the
date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the
following o.
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Item
6.
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Ownership
of More than Five
Percent on Behalf of Another Person
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Not
Applicable
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Item
7.
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Identification
and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person
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Not
Applicable
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Item
8.
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Identification
and
Classification of Members of the Group
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Not
Applicable
|
|
Item
9.
|
Notice
of Dissolution of
Group
|
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Not
Applicable
|
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Item
10.
|
Certifications
|
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By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held
for the
purpose of or with the effect of changing or influencing the control
of
the issuer of the securities and were not acquired and are not
held in
connection with or as a participant in any transaction having that
purpose
or effect.
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| Date: January 4, 2008 | ||
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Roger
Feldman
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|
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||
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By:
|
/s/ Roger
Feldman
|
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Roger
Feldman
|
||
|
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Harvey
Hanerfeld
|
|
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||
|
|
By:
|
/s/
Harvey Hanerfeld
|
|
Harvey
Hanerfeld
|
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