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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01 )* |
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ACME
Communications, Inc.
(Name of Issuer) |
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Common
Stock, $.01 par value per share
(Title of Class of Securities) |
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004631107
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December 31, 2006
(Date of Event which Requires Filing of this Statement) |
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Check
the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
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| [ | ] Rule 13d-1(b) | |
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X
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] Rule 13d-1(c) |
| [ | ] Rule 13d-1(d) | |
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*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of
securities, and for any subsequent amendment containing information
which
would alter the disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not
be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
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SCHEDULE
13G
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CUSIP
No. 004631107
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| 1. | Names
of Reporting Persons. Roger Feldman 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) [ ] (b) [ ] |
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| 3. | SEC USE ONLY | |||
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| 4. | Citizenship
or Place of Organization United States citizen |
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| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole
Voting Power 0 |
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| 6. | Shared
Voting Power 1,160,078 |
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| 7. | Sole
Dispositive Power 0 |
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| 8. | Shared
Dispositive Power 1,160,078 |
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| 9. | Aggregate
Amount Beneficially Owned by Each Reporting
Person 1,160,078 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
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| 11. | Percent
of Class Represented by Amount in Row (9) 7.2% |
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| 12. | Type
of Reporting Person IN |
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SCHEDULE
13G
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CUSIP
No. 004631107
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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) [ ] (b) [ ] |
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| 3. | SEC USE ONLY | |||
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| 4. | Citizenship
or Place of Organization United States citizen |
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| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole
Voting Power 0 |
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| 6. | Shared
Voting Power 1,160,078 |
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| 7. | Sole
Dispositive Power 0 |
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| 8. | Shared
Dispositive Power 1,160,078 |
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| 9. | Aggregate
Amount Beneficially Owned by Each Reporting
Person 1,160,078 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
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| 11. | Percent
of Class Represented by Amount in Row (9) 7.2% |
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| 12. | 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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[
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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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[
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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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[
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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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[
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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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[
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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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[
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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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[
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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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[
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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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[
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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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[
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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 [
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Instruction:
Dissolution of a group requires a response to this
item.
Not Applicable |
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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
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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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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SIGNATURE
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After
reasonable inquiry and to the best of my knowledge and belief, I
certify
that the information set forth in this statement is true, complete
and
correct.
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| Date: February 14, 2007 | ||||
| Roger
Feldman |
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| By: | /s/ Roger
Feldman
Roger Feldman |
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Harvey
Hanerfeld
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| By: | /s/ Harvey
Hanerfeld
Harvey Hanerfeld |
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