Schedule 13D/A

-----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, PTvUs2Di+ew3xIGMV5RDRIxWFS3lrlZIDnf/DflFSqRqdqX3xpHd3AU7jP+qhFXr fvUiPDio1IQyKPaS5r/hOg== 0001193125-10-094473.txt : 20100427 0001193125-10-094473.hdr.sgml : 20100427 20100427124645 ACCESSION NUMBER: 0001193125-10-094473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100427 DATE AS OF CHANGE: 20100427 GROUP MEMBERS: AARON BUKOWITZ GROUP MEMBERS: ADAM CHAVIS GROUP MEMBERS: CARLTON TRONVOLD GROUP MEMBERS: CAROLE SAMIOS GROUP MEMBERS: CHARLES FAX GROUP MEMBERS: CHUCK RIZZO GROUP MEMBERS: CINDI HINDMAN GROUP MEMBERS: DAVID FELTON GROUP MEMBERS: DENNIS OATES GROUP MEMBERS: DONNA VAN ALLEN GROUP MEMBERS: EDWARD ARONSON GROUP MEMBERS: FRANK VOYTICKY GROUP MEMBERS: GIL CAMPBELL GROUP MEMBERS: HENRY D. FELTON GROUP MEMBERS: HINDMAN FAMILY DYNASTY TRUST GROUP MEMBERS: J.E. OATES & SON, INC. GROUP MEMBERS: JACK KARNOWSKI GROUP MEMBERS: JOEL NICHOLSON GROUP MEMBERS: JOHN DONALD BLACK GROUP MEMBERS: MORROW REVOCABLE TRUST GROUP MEMBERS: PACIFIC ASSET PARTNERS GROUP MEMBERS: PATRICK P. WALSH GROUP MEMBERS: PETE BALDINE GROUP MEMBERS: RAY STICKLER GROUP MEMBERS: RICHARD NEAL FRANK GROUP MEMBERS: ROBERT AND BARBARA THORNE GROUP MEMBERS: SHANNON RIVERS GROUP MEMBERS: STAFFORD FAMILY TRUST GROUP MEMBERS: THE JAMES AND JANICE OMAN LIVING TRUST GROUP MEMBERS: THE ROGER MILTON BOETHIN TRUST GROUP MEMBERS: THE SUE ANN BOETHIN TRUST GROUP MEMBERS: TIM HINDMAN GROUP MEMBERS: VICTOR FRENKIL, JR. GROUP MEMBERS: VINCE ARIOSO GROUP MEMBERS: VINCE ARIOSO, JR. GROUP MEMBERS: WILLIS JAMES HINDMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALSH DONALD R CENTRAL INDEX KEY: 0001252048 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3 BOXWOOD LANE CITY: LUTHERVILLE STATE: MD ZIP: 21093 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVATECH SOLUTIONS INC CENTRAL INDEX KEY: 0000852437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841035353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47261 FILM NUMBER: 10772547 BUSINESS ADDRESS: STREET 1: 11403 CRONHILL DRIVE STREET 2: SUITE A CITY: OWING MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4109026900 MAIL ADDRESS: STREET 1: 11403 CRONHILL DRIVE STREET 2: SUITE A CITY: OWING MILLS STATE: MD ZIP: 21117 FORMER COMPANY: FORMER CONFORMED NAME: PLANETCAD INC DATE OF NAME CHANGE: 20001117 FORMER COMPANY: FORMER CONFORMED NAME: SPATIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19960708 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 2

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO SECTION 240.13d-2(a)

Avatech Solutions, Inc.

(Name of Issuer)

Common Stock, $.01 par value per share

05349Y104

(CUSIP Number)

Christopher Olander

12407 Garrison Forest Road

Owings Mills, Maryland 21117

410-429-0307

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

APRIL 27, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨


				Page 2 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Willis James Hindman
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 564,475 (see Item 5)
		8	Shared voting power 0
		9	Sole dispositive power 564,475
		10	Shared dispositive power 964,475 (see Item 5)
11	Aggregate amount beneficially owned by each reporting person 964,475 (see Item 5)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 5.6% (see Item 5)
14	Type of reporting person (see instructions) IN


				Page 3 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Donald R. Walsh
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States Citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 600,000 (see Item 5)
		8	Shared voting power 0
		9	Sole dispositive power 200,000 (see Item 5)
		10	Shared dispositive power 400,000 (see Item 5)
11	Aggregate amount beneficially owned by each reporting person 600,000 (see Item 5)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 3.5% (see Item 5)
14	Type of reporting person (see instructions) IN


				Page 4 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Henry D. Felton
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 912,300
		8	Shared voting power 78,120
		9	Sole dispositive power 912,300
		10	Shared dispositive power 78,120
11	Aggregate amount beneficially owned by each reporting person 990,420
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 5.8%
14	Type of reporting person (see instructions) IN


				Page 5 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Hindman Family Dynasty Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Trust formed under Maryland law
Number of shares beneficially owned by each reporting person with		7	Sole voting power 455,148 (see Item 3)
		8	Shared voting power 0
		9	Sole dispositive power 455,148 (see Item 3)
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 455,148 (see Item 3)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 3.0%
14	Type of reporting person (see instructions) OO


				Page 6 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Vince Arioso, Jr.
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 148,328
		8	Shared voting power
		9	Sole dispositive power 148,328
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 148,328
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .9%
14	Type of reporting person (see instructions) IN


				Page 7 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Vince Arioso
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 330,044
		8	Shared voting power
		9	Sole dispositive power 330,044
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 330,044
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1.9%
14	Type of reporting person (see instructions) IN


				Page 8 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Edward Aronson
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 131,133
		8	Shared voting power
		9	Sole dispositive power 131,133
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 131,133
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .8%
14	Type of reporting person (see instructions) IN


				Page 9 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Pete Baldine
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 11,800
		8	Shared voting power
		9	Sole dispositive power 11,800
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 11,800
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 10 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Pacific Asset Partners
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization California limited partnership
Number of shares beneficially owned by each reporting person with		7	Sole voting power 450,000
		8	Shared voting power
		9	Sole dispositive power 450,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 450,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 2.6%
14	Type of reporting person (see instructions) PN


				Page 11 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Cindi Hindman
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 312,525
		8	Shared voting power
		9	Sole dispositive power 312,525
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 312,525
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1.8%
14	Type of reporting person (see instructions) IN


				Page 12 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons David Felton
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 135,000
		8	Shared voting power
		9	Sole dispositive power 135,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 135,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .8%
14	Type of reporting person (see instructions) IN


				Page 13 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Dennis Oates
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 140,000
		8	Shared voting power
		9	Sole dispositive power 140,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 140,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .8%
14	Type of reporting person (see instructions) IN


				Page 14 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Gil Campbell
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 25,000
		8	Shared voting power
		9	Sole dispositive power 25,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 25,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 15 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons The Roger Milton Boethin Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 102,627
		8	Shared voting power
		9	Sole dispositive power 102,627
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 102,627
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .6%
14	Type of reporting person (see instructions) OO


				Page 16 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons J.E. Oates & Son, Inc.
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Maryland corporation
Number of shares beneficially owned by each reporting person with		7	Sole voting power 44,640
		8	Shared voting power
		9	Sole dispositive power 44,640
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 44,640
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .3%
14	Type of reporting person (see instructions) CO


				Page 17 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Joel Nicholson
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 59,336
		8	Shared voting power
		9	Sole dispositive power 59,336
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 59,336
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .3%
14	Type of reporting person (see instructions) IN


				Page 18 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons The James and Janice Oman Living Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Maryland trust
Number of shares beneficially owned by each reporting person with		7	Sole voting power 80,262
		8	Shared voting power
		9	Sole dispositive power 80,262
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 80,262
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .5%
14	Type of reporting person (see instructions) OO


				Page 19 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Chuck Rizzo
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 48,076
		8	Shared voting power
		9	Sole dispositive power 48,076
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 48,076
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .3%
14	Type of reporting person (see instructions) IN


				Page 20 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Robert and Barbara Thorne
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizens
Number of shares beneficially owned by each reporting person with		7	Sole voting power 62,240
		8	Shared voting power
		9	Sole dispositive power 62,240
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 62,240
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .4%
14	Type of reporting person (see instructions) IN


				Page 21 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Tim Hindman
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 254,037
		8	Shared voting power
		9	Sole dispositive power 254,037
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 254,037
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1.5%
14	Type of reporting person (see instructions) IN


				Page 22 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Victor Frenkil, Jr.
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 179,665
		8	Shared voting power
		9	Sole dispositive power 179,665
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 179,665
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1%
14	Type of reporting person (see instructions) IN


				Page 23 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons John Donald Black
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 15,000
		8	Shared voting power
		9	Sole dispositive power 15,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 15,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 24 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons The Sue Ann Boethin Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 135,891
		8	Shared voting power
		9	Sole dispositive power 135,891
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 135,891
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .8%
14	Type of reporting person (see instructions) OO


				Page 25 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Frank Voyticky
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 44,640
		8	Shared voting power
		9	Sole dispositive power 44,640
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 44,640
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .3%
14	Type of reporting person (see instructions) IN


				Page 26 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Ray Stickler
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 15,000
		8	Shared voting power
		9	Sole dispositive power 15,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 15,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 27 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Jack Karnowski
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 31,000
		8	Shared voting power
		9	Sole dispositive power 31,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 31,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .2%
14	Type of reporting person (see instructions) IN


				Page 28 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Shannon Rivers
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 30,000
		8	Shared voting power
		9	Sole dispositive power 30,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 30,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .2%
14	Type of reporting person (see instructions) IN


				Page 29 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Aaron Bukowitz
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 15,000
		8	Shared voting power
		9	Sole dispositive power 15,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 15,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 30 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Richard Neal Frank
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 287,553
		8	Shared voting power
		9	Sole dispositive power 287,553
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 287,553
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1.7%
14	Type of reporting person (see instructions) IN


				Page 31 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Charles Fax
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 37,500
		8	Shared voting power
		9	Sole dispositive power 37,500
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 37,500
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .2%
14	Type of reporting person (see instructions) IN


				Page 32 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Morrow Revocable Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Maryland trust
Number of shares beneficially owned by each reporting person with		7	Sole voting power 5,000
		8	Shared voting power
		9	Sole dispositive power 5,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 5,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 0.03%
14	Type of reporting person (see instructions) OO


				Page 33 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Patrick P. Walsh
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 10,000
		8	Shared voting power
		9	Sole dispositive power 10,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 10,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 34 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Carole Samios
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 4,050
		8	Shared voting power
		9	Sole dispositive power 4,050
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 4,050
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 0.02%
14	Type of reporting person (see instructions) IN


				Page 35 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Stafford Family Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization California Trust
Number of shares beneficially owned by each reporting person with		7	Sole voting power 271,000
		8	Shared voting power
		9	Sole dispositive power 271,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 271,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1.6%
14	Type of reporting person (see instructions) OO


				Page 36 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Carlton Tronvold
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 20,000
		8	Shared voting power
		9	Sole dispositive power 20,000
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 20,000
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .1%
14	Type of reporting person (see instructions) IN


				Page 37 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Donna Van Allen
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 219,847
		8	Shared voting power
		9	Sole dispositive power 219,847
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 219,847
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 1.3%
14	Type of reporting person (see instructions) IN


				Page 38 of 58 Pages


CUSIP No. 05349Y104
1	Names of reporting persons Adam Chavis
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States citizen
Number of shares beneficially owned by each reporting person with		7	Sole voting power 153,550
		8	Shared voting power
		9	Sole dispositive power 153,550
		10	Shared dispositive power
11	Aggregate amount beneficially owned by each reporting person 153,550
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row 11 .9
14	Type of reporting person (see instructions) IN

Item 1

Security and Issuer

Common Stock, par value $.01 per share

Avatech Solutions, Inc.

10715 Red Run Blvd.

Owings Mills, Maryland 21117

Item 2

Identity and Background

In response to Items 2(d) and 2(e), none of the individuals or entities listed below has, during the last five years, been convicted in a criminal proceeding. No such individual or entity has, during the last five years, been 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.

(a)

W. James Hindman

(b)

2322 Nicodemus Road

Westminster, Maryland 21157

(c)

Retired

(f)

United States citizen

(a)

Donald R. Walsh

(b)

3507 Bayshore Blvd., Unit 1002

Tampa, Florida 33629

(c)

Retired. From December, 2002 until July 31, 2007, Mr. Walsh was employed as the Chief Executive Officer of the Issuer.

(f)

United States citizen

(a)

Henry D. Felton

(b)

13001 Dover Road

Reisterstown, Maryland 21136

(c)

Retired

(f)

United States citizen

(a)

Hindman Family Dynasty Trust

(b)

2322 Nicodemus Road

Westminster, Maryland 21157

(c)

Not applicable

(d)

Not applicable

(e)

Maryland trust

(a)

Vince Arioso, Jr.

(b)

1310 Indian Creek Road

Marion, IA 52302

(c)

Private investor

(f)

United States citizen

(a)

Vince Arioso

(b)

3200 Indian Creek Road

Marion, IA 52302

(c)

Retired

(f)

United States citizen

(a)

Edward Aronson

(b)

551 Fifth Ave., Suite 512

New York, NY 10176

(c)

Private investor

(f)

United States citizen

(a)

Pete Baldine

(b)

3250 Benson Road

Morris, IL 60450

(c)

Principal of Accelerated Development for the past five years

(f)

United States citizen

(a)

Pacific Asset Partners

(b)

600 Montgomery St., #1600

San Francisco, CA 94111

(c)

N/A

(f)

California limited partnership

(a)

Cindi Hindman

(b)

315 W. College Terrace

Frederick, MD 21701

(c)

Currently not employed, Ms Hindman has worked in her family’s business for the past five years

(f)

United States citizen

(a)

David Felton

(b)

868 Cherry Street

Petaluma, CA 94952

(c)

Producer, Telltale Games, Inc., for the past five years

(f)

United States citizen

(a)

Dennis Oates

(b)

13223 Dover Road

Reisterstown, MD 21136

(c)

Insurance broker for the past five years

(f)

United States citizen

(a)

Gil Campbell

(b)

657 Pelican Bay Drive

Daytona Beach, FL 32119

(c)

Retired

(f)

United States citizen

(a)

The Roger Milton Boethin Trust

(b)

1 Cherry Hills Farm Drive

Englewood, CO 80113

(c)

N/A

(f)

Colorado trust

(a)

J.E. Oates & Son, Inc.

(b)

13224 Dover Road

Reisterstown, MD 21136

(c)

N/A

(f)

Maryland corporation

(a)

Joel Nicholson

(b)

745 MacEwen Drive

Osprey, FL 34229

(c)

Retired

(f)

United States citizen

(a)

The James and Janice Oman Living Trust

(b)

4225 Sabino Pass

Fort Wayne, IN 46845

(b)

Retired

(f)

Indiana trust

(a)

Chuck Rizzo

(b)

3310 Dornoch Drive

Reisterstown, MD 21136

(c)

Principal of Take Me National, LLC for the past five years

(f)

United States citizen

(a)

Robert and Barbara Thorne

(b)

31 Legendary Road

East Lyme, CT 06333

(c)

Retired

(f)

United States citizens

(a)

Tim Hindman

(b)

3350 Emory Road North

Finksburg, MD 21048

(c)

Employee of W. J. Hindman & Associates

(f)

United States citizen

(a)

Victor Frenkil, Jr.

(b)

3850 Butler Road

Glyndon, MD 21071

(c)

Self employed, Jarvis Steel & Lumber Co., Inc.

(f)

United States citizen

(a)

John Donald Black

(b)

438 E. Larkspur Lane

Tempe, AZ 85281

(c)

Retired

(f)

United States citizen

(a)

The Sue Ann Boethin Trust

(b)

1 Cherry Hills Farm Drive

Englewood, CO 80113

(c)

Not applicable

(f)

Colorado trust

(a)

Frank Voyticky

(b)

41 Eastern Pkwy, Apt. PHA

Brooklyn, NY 11238

(c)

Retired

(f)

United States citizen

(a)

Ray Stickler

(b)

9909 W. Hawthorne Rd

Mequon, WI 53097

(c)

Retired

(f)

United States citizen

(a)

Jack Karnowski

(b)

13838 Conquistador Dr.

Sun City West, AZ 85375

(c)

Retired

(f)

United States citizen

(a)

Shannon Rivers

(b)

10509 Greensprings Dr.

Tampa, FL 33626

(c)

Director, PriceWaterhouseCoopers for the past three years

Prior thereto, employed by IBM

(f)

United States citizen

(a)

Aaron Bukowitz

(b)

1875 Blacksmith Drive

Marriottsville, MD 21104

(c)

Chief Operating Officer, Offit Kurman Attorneys at Law; prior to that

was a Vice President of the Issuer

(f)

United States Citizen

(a)

Richard Neal Frank

(b)

2601 Larkin Street

San Francisco, CA 94109

(c)

Investor

(f)

United States citizen

(a)

Charles Fax

(b)

10720 Gloxinia Drive

North Bethesda, MD 20852

(c)

Attorney

(f)

United States citizen

(a)

Morrow Revocable Trust

(b)

4218 East St. Joseph Way

Phoenix, AZ 85018

(c)

N/A

(f)

United States citizen

(a)

Patrick Walsh

(b)

411 Cenarocact NE

Albequerque NM 87123

(c)

Retired

(f)

United States citizen

(a)

Carole Samios

(b)

PO Box 867

Westminster, MD 21157

(c)

Housewife

(f)

United States citizen

(a)

Stafford Family Trust

(b)

49 Cloudview Road

Sausalito, CA 94965

(c)

N/A

(f)

California trust

(a)

Carlton Tronvold

(b)

8787 Bay Colony Drive #405

Naples, FL 34108

(c)

Retired

(f)

United States citizen

(a)

Donna Van Allen

(b)

410 Almeria Court

Winter Springs, FL 32708

(c)

Retired

(f)

United States citizen

(a)

Adam Chavis

(b)

11905 Whispering Oak Court

Reisterstown, MD 21136

(c)

Certified Public Accountant and financial planner

(f)

United States citizen

Item 3.

Source and Amount of Funds or Other Consideration

In the case of each individual reporting person, the source and amount of funds used in making purchases of the Issuer’s Common Stock was personal funds, in the following amounts:


W. James Hindman	$	343,116	(a)
Donald R. Walsh		370,000	(b)
Henry D. Felton		510,767	(c)
Hindman Family Dynasty Trust		23,327	(d)
Vince Arioso, Jr.		99,531
Vince Arioso		102,997
Edward Aronson		52,460
Pete Baldine		8,744
Pacific Asset Partners		873,000
Cindi Hindman		25,000
David Felton		-0-
Dennis Oates		140,000
Gil Campbell		41,000
The Roger Milton Boethin Trust		135,000
J. E. Oates & Son, Inc.		50,000
Joel Nicholson		57,556
The James and Janice Oman Living Trust		-0-
Chuck Rizzo		21,480
Robert and Barbara Thorne		30,000
Tim Hindman		-0-
Victor Frenkil, Jr.		50,000
John Donald Black		11,475
The Sue Ann Boethin Trust		165,000
Frank Voyticki		50,000
Ray Stickler		27,900
Jack Karnowski		35,650
Shannon Rivers		120,000
Aaron Bukowitz		10,000
Richard Neal Frank		246,582
Charles Fax		25,000
Morrow Revocable Trust		11,350
Patrick Walsh		5,000
Nick Samios		2,795
Stafford Family Trust		92,695
Carlton Tronvold		30,000
Donna Van Allen		180,000
Adam Chavis		25,000

TOTAL	$	3,791,075	(e)

(a)	Includes $97,831 upon the conversion of the Issuer’s Series D Preferred Stock issued to him, plus an aggregate exercise price of 56,748 for options granted to him, the exercise prices of which range from $.49 to $3.81.

(b)	Mr. Walsh was granted 50,000 and 100,000 options to purchase shares of the Issuer’s Common Stock at $.60 and $.40 per share, respectively. In addition, Mr. Walsh was issued 450,000 shares in lieu of one year of severance compensation at a value of $300,000, or $.66 per share.

(c)

Mr. Felton is deemed to have acquired 674,464 shares in lieu of cash compensation, at an average per share price of $.67. In addition, he is entitled to receive 162,836 and 75,000 shares upon conversion of Series D and Series E Preferred Stock, respectively. In addition, Mr. Felton’s spouse owns 78,120 shares for $46,872.

(d)

The Hindman Family Dynasty Trust received shares of the Issuer’s Common Stock in a series of transfers of shares of the Common Stock by the grantor of the trust, W. James Hindman, to the trust. In addition, the Trust holds warrants entitling it to purchase 38,878 shares at $.60 per share. The Hindman Family Dynasty Trust is an irrevocable trust of which Mr. Hindman’s adult son, Timothy Hindman, is trustee. Other than through the trust’s status as a member of the Group, Mr. Hindman disclaims beneficial ownership of shares of the Issuer’s Common Stock held by the trust.

(e)	Includes shares entitled to be purchased upon the conversion of a series of convertible preferred stock of the Issuer, at the purchase price for such shares of convertible preferred stock divided by the conversion price.

Item 4.

Purpose of Transaction

On February 24, 2010, a group comprised of the persons and entities listed and described in response to Item 2 (the “Group”) was formed for one or more of the purposes enumerated below.

Additional individuals or entities may, in the future, become a part of the Group, in which case this Schedule 13D will be promptly amended to reflect any such additional members of the Group. The purposes of the formation of the Group include one or more of the following:

To effectuate a sale of all shares of the Issuer owned by members of the Group, either through direct sales, market transactions, or a business combination resulting in the receipt of cash and/or marketable securities by members of the Group, and/or

To influence, and if possible work with, management of the Issuer to pursue strategies with the purpose of enhancing shareholder value, including but not limited to a merger, sale, or reorganization involving the Issuer, and to contact other shareholders regarding potential strategies to increase shareholder value, and/or

To engage in discussions with third parties with respect to the purposes enumerated in Items 4.A. and 4.B. above, solely in the Group members’ capacities as shareholders of the Issuer and not in any capacity that states or implies that any member of the Group is acting for or on behalf of the Issuer, its Board of Directors, or its management.

Other than through the exercise of warrants to purchase shares of the Issuer’s Common Stock pursuant to (i) the exercise of warrants and options, issued and outstanding prior to formation of the Group, to purchase shares of the Issuer’s Common Stock, or (ii) acquisition of shares of such Common Stock pursuant to conversion rights set forth in any series of convertible preferred stock of the Issuer issued prior to formation of the Group, no member of the Group has any intention to purchase additional shares of the Issuer’s Common Stock. Members of the Group may dispose of securities of the Issuer from time to time in future open-market, privately negotiated or other transactions.

Except as disclosed above, none of the members of the Group have any plans or proposals of the type described in (a)-(j) of Item 4.

Item 5

Interest in Securities of the Issuer.

(a)

The aggregate number and percentage of the Issuer’s Common Stock identified in response to Item 1 beneficially owned by each person named in Item 2 and by the Group, is as follows:


Name	Number of Shares		Percentage of Class
W. James Hindman	964,475	(a)	5.6	%(a)
Donald R. Walsh	600,000	(a)	3.5	%(a)
Henry D. Felton	990,420	(b)	5.8	%
Hindman Family Dynasty Trust	455,148	(c)	2.7	%
Vince Arioso, Jr.	148,328		.9	%
Vince Arioso	330,044		1.9	%
Edward Aronson	131,133		.8	%
Pete Baldine	11,800		.1	%
Cindi Hindman	312,525		1.8	%
David Felton	135,000		.8	%
Dennis Oates	140,000		.8	%
Gil Campbell	25,000		.1	%
Pacific Asset Partners	450,000		2.6	%
The Roger Milton Boethin Trust	102,627		.6	%
J.E. Oates & Son, Inc.	44,640		.3	%
Joel Nicholson	59,336		.3	%
The James and Janice Oman Living Trust	80,262		.5	%
Chuck Rizzo	48,076		.3	%
Robert and Barbara Thorne	62,240		.4	%
Tim Hindman	254,037		1.5	%
Victor Frenkil, Jr.	179,665		1	%
John Donald Black	15,000		.1	%
The Sue Ann Boethin Trust	135,891		.8	%
Frank Voyticky	44,640		.3	%
Ray Stickler	15,000		.1	%
Jack Karnowski	31,000		.2	%
Shannon Rivers	30,000		.2	%
Aaron Bukowitz	15,000		.1	%
Richard Neal Frank	287,553		1.7	%
Charles Fax	37,500		2	%
Morrow Revocable Trust	5,000		.03	%
Patrick Walsh	10,000		.1	%
Carole Samios	4,050		.02	%
Stafford Family Trust	271,000		1.6	%
Carlton Tronvold	20,000		.1	%
Donna Van Allen	219,847		1.3	%
Adam Chavis	153,550		.9	%

GROUP TOTAL	6,819,787,	(a)(d)(e)	39.9	%(a)(d)(e)

(a)

In a private transaction, Mr. Walsh pledged to Mr. Hindman 400,000 shares of the Common Stock of the Issuer owned by Mr. Walsh. Beneficial ownership of the pledged shares are included in the total and percentage numbers for both Mr. Hindman and Mr. Walsh. If the pledged shares are deducted from Mr. Hindman’s beneficial share ownership (and the percentage of class), Mr. Hindman’s beneficial share ownership and percentage of class would be 564,475 and 2.7%, respectively, and the total share beneficial ownership of the Group, and its percentage of issued and outstanding shares, would be 9,419,787 and 33.2%, respectively.

(b)	Mr Felton owns 674,464 shares, plus 162,836 and 75,000 shares issuable upon conversion of the Issuer’s Series D and Series E Preferred Stock, respectively, and is deemed to beneficially own 78,120 shares of the Issuer’s Common Stock held by his spouse.

(c)	The Trust owns 416,270 shares of the Issuer’s Common Stock and a warrant to purchase an additional 38,878 shares.

(d)	Includes shares entitled to be purchased upon the conversion of a series of convertible preferred stock of the Issuer, at the purchase price for such shares of convertible preferred stock divided by the conversion price.

(e)

The number of shares represent the number of shares beneficially owned by each person in the Group; each such person’s percentage ownership is the quotient obtained by dividing each such person’s beneficially owned shares by the issued and outstanding shares of the Issuer’s common stock as of December 31, 2009. If the percentage for each such person’s shares were calculated against the fully diluted shares of the Issuer’s common stock as of such date, the aggregate percentage ownership of the Group would be 35.2% of the issued and outstanding shares of the Issuer (33.2% if shares beneficially owned by Mr. Hindman and Mr. Walsh are counted only once [see footnote (a)]).

(b)

For the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition or shared power to dispose or direct the disposition, see cover page 2, Items 7-10.

(c)

None

(d)

None

(e)

Not applicable

Item 6

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The persons identified in response to Item 2 have verbally formed a “group,” as such term is used in Regulation 13d and Schedule 13D, for the purpose of acting in concert to effectuate one or more purposes of the formation of the group as enumerated in Item 4. Each member of the group has confirmed this, and authorized the filing of this Schedule 13D. See Exhibit A to this Schedule 13D.

Item 7

Material to be Filed as Exhibits.

Attached hereto as Exhibit A are written declarations by each group member confirming membership in the group and authorizing the filing of this Schedule 13D on their behalf.

[Signature pages follow this page]

SIGNATURE

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.

April 27, 2010

Date

/S/ W. JAMES HINDMAN

Signature

W. James Hindman

Name and Title (if applicable)

April 27, 2010

Date

/S/ DONALD R. WALSH

Signature

Donald R. Walsh

Name and Title (if applicable)

April 27, 2010

Date

/S/ HENRY D. FELTON

Henry D. Felton

Name and Title (if applicable)

April 27, 2010

Date

/S/ TIMOTHY HINDMAN

Timothy Hindman, Trustee of the

Hindman Family Dynasty Trust

April 27, 2010

/S/ VINCE ARIOSO, JR.

Signature

Vince Arioso, Jr.

Name and Title (if applicable)

April 27, 2010

/S/ VINCE ARIOSO

Signature

Vince Arioso

Name and Title (if applicable)

April 27, 2010

/S/ EDWARD ARONSON

Signature

Edward Aronson

Name and Title (if applicable)

April 27, 2010

/S/ PETE BALDINE

Signature

Pete Baldine

Name and Title (if applicable)

April 27, 2010

/S/ CINDI HINDMAN

Signature

Cindi Hindman

Name and Title (if applicable)

April 27, 2010

/S/ DAVID FELTON

Signature

David Felton

Name and Title (if applicable)

April 27, 2010

/S/ DENNIS OATES

Signature

Dennis Oates

Name and Title (if applicable)

April 27, 2010

/S/ GIL CAMPBELL

Signature

Gil Campbell

Name and Title (if applicable)

April 27, 2010

Pacific Asset Partners

/S/ ROBERT STAFFORD

Robert Stafford, General Partner

Name and Title (if applicable)

April 27, 2010

The Roger Milton Boethin Trustee

/S/ ROGER MILTON BOETHIN

Signature

Roger Milton Boethin, Trustee

Name and Title (if applicable)

April 27, 2010

J.E. Oates & Son, Inc.

/S/ J.E. OATES

Signature

J.E. Oates, Authorized Officer

Name and Title (if applicable)

April 27, 2010

/S/ JOEL NICHOLSON

Signature

Joel Nicholson

Name and Title (if applicable)

April 27, 2010

The James and Janice Oman Living Trust

/S/ JAMES OMAN

Signature

/S/ JANICE OMAN

Signature

James and Janice Oman Trustees

Name and Title (if applicable)

April 27, 2010

/S/ CHUCK RIZZO

Signature

Chuck Rizzo

Name and Title (if applicable)

April 27, 2010

/S/ ROBERT THORNE

Signature

/S/ BARBARA THORNE

Signature

Robert and Barbara Thorne

Name and Title (if applicable)

April 27, 2010

/S/ TIM HINDMAN

Signature

Tim Hindman

Name and Title (if applicable)

April 27, 2010

/S/ VICTOR FRENKIL, JR.

Signature

Victor Frenkil, Jr.

Name and Title (if applicable)

April 27, 2010

/S/ JOHN DONALD BLACK

Signature

John Donald Black

Name and Title (if applicable)

April 27, 2010

The Sue Ann Boethin Trust

/S/ SUE ANN BOETHIN

Signature

Sue Ann Boethin, Trustee

Name and Title (if applicable)

April 27, 2010

/S/ FRANK VOYTICKY

Signature

Frank Voyticki

Name and Title (if applicable)

April 27, 2010

/S/ RAY STICKLER

Signature

Ray Stickler

Name and Title (if applicable)

April 27, 2010

/S/ JACK KARNOWSKI

Signature

Jack Karnowski

Name and Title (if applicable)

April 27, 2010

/S/ SHANNON RIVERS

Signature

Shannon Rivers

Name and Title (if applicable)

April 27, 2010

/S/ AARON BUKOWITZ

Signature

Aaron Bukowitz

Name and Title (if applicable)

April 27, 2010

/S/ RICHARD NEAL FRANK

Signature

Richard Neal Frank

Name and Title (if applicable)

April 27, 2010

/S/ CHARLES FAX

Signature

Charles Fax

Name and Title (if applicable)

April 27, 2010

Morrow Revocable Trust

BY:/S/ WANDA MORROW

Signature

Wanda Morrow, Trustee

Name and Title (if applicable)

April 27, 2010

/S/ PATRICK WALSH

Signature

Patrick Walsh

Name and Title (if applicable)

April 27, 2010

/S/ CAROLE SAMIOS

Signature

Carole Samios

Name and Title (if applicable)

April 27, 2010

Stafford Family Trust

BY /S/ ROBERT STAFFORD

Signature

Robert Stafford, Trustee

Name and Title (if applicable)

April 27, 2010

/S/ CARLTON TRONVOLD

Signature

Carlton Tronvold

Name and Title (if applicable)

April 27, 2010

/S/ DONNA VAN ALLEN

Signature

Dona Van Allen

Name and Title (if applicable)

April 27, 2010

/S/ ADAM CHAVIS

Signature

Adam Chavis

Name and Title (if applicable)

Exhibit A to Schedule 13D

I hereby agree that I am a member of a group (as that term is used and defined under the Securities Exchange Act of 1934) that will be filing a joint Schedule 13D with the Securities and Exchange Commission, and agree that such Schedule is being filed on behalf of myself and other members of such group.

April 27, 2010

Date

/S/ W. JAMES HINDMAN

Signature

W. James Hindman

Name

April 27, 2010

Date

/S/ DONALD R. WALSH

Signature

Donald R. Walsh

Name

April 27, 2010

Date

/S/ HENRY D. FELTON

Henry D. Felton

Name

April 27, 2010

Date

/S/ TIMOTHY HINDMAN

Timothy Hindman, Trustee of the

Hindman Family Dynasty Trust

April 27, 2010

/S/ VINCE ARIOSO, JR.

Signature

Vince Arioso, Jr.

Name and Title (if applicable)

April 27, 2010

/S/ VINCE ARIOSO

Signature

Vince Arioso

Name and Title (if applicable)

April 27, 2010

/S/ EDWARD ARONSON

Signature

Edward Aronson

Name and Title (if applicable)

April 27, 2010

/S/ PETE BALDINE

Signature

Pete Baldine

Name and Title (if applicable)

April 27, 2010

/S/ CINDI HINDMAN

Signature

Cindi Hindman

Name and Title (if applicable)

April 27, 2010

/S/ DAVID FELTON

Signature

David Felton

Name and Title (if applicable)

April 27, 2010

/S/ DENNIS OATES

Signature

Dennis Oates

Name and Title (if applicable)

April 27, 2010

/S/ GIL CAMPBELL

Signature

Gil Campbell

Name and Title (if applicable)

April 27, 2010

Pacific Asset Partners

/S/ ROBERT STAFFORD

Robert Stafford,

General Partner

Name and Title (if applicable)

April 27, 2010

The Roger Milton Boethin Trust

/S/ ROGER MILTON BOETHIN

Signature

Roger Milton Boethin, Trustee

Name and Title (if applicable)

April 27, 2010

J.E. Oates & Son, Inc.

/S/ J.E. OATES

Signature

J.E. Oates, Authorized Officer

Name and Title (if applicable)

April 27, 2010

/S/ JOEL NICHOLSON

Signature

Joel Nicholson

Name and Title (if applicable)

April 27, 2010

The James and Janice Oman Living Trust

/S/ JAMES OMAN

Signature

/S/ JANICE OMAN

Signature

James and Janice Oman Trustees

Name and Title (if applicable)

April 27, 2010

/S/ CHUCK RIZZO

Signature

Chuck Rizzo

Name and Title (if applicable)

April 27, 2010

/S/ ROBERT THORNE

Signature

/S/ BARBARA THORNE

Signature

Robert and Barbara Thorne

Name and Title (if applicable)

April 27, 2010

/S/ TIM HINDMAN

Signature

Tim Hindman

Name and Title (if applicable)

April 27, 2010

/S/ VICTOR FRENKIL, JR.

Signature

Victor Frenkil, Jr.

Name and Title (if applicable)

April 27, 2010

/S/ JOHN DONALD BLACK

Signature

John Donald Black

Name and Title (if applicable)

April 27, 2010

The Sue Ann Boethin Trust

/S/ SUE ANN BOETHIN

Signature

Sue Ann Boethin, Trustee

Name and Title (if applicable)

April 27, 2010

/S/ FRANK VOYTICKY

Signature

Frank Voyticki

Name and Title (if applicable)

April 27, 2010

/S/ RAY STICKLER

Signature

Ray Stickler

Name and Title (if applicable)

April 27, 2010

/S/ JACK KARNOWSKI

Signature

Jack Karnowski

Name and Title (if applicable)

April 27, 2010

/S/ SHANNON RIVERS

Signature

Shannon Rivers

Name and Title (if applicable)

April 27, 2010

/S/ AARON BUKOWITZ

Signature

Aaron Bukowitz

Name and Title (if applicable)

April 27, 2010

/S/ RICHARD NEAL FRANK

Signature

Richard Neal Frank

Name and Title (if applicable)

April 27, 2010

/S/ CHARLES FAX

Signature

Charles Fax

Name and Title (if applicable)

April 27, 2010

Morrow Revocable Trust

BY:/S/ WANDA MORROW

Signature

Wanda Morrow, Trustee

Name and Title (if applicable)

April 27, 2010

/S/ PATRICK WALSH

Signature

Patrick Walsh

Name and Title (if applicable)

April 27, 2010

/S/ CAROLE SAMIOS

Signature

Carole Samios

Name and Title (if applicable)

April 27, 2010

Stafford Family Trust

BY /S/ ROBERT STAFFORD

Signature

Robert Stafford, Trustee

Name and Title (if applicable)

April 27, 2010

/S/ CARLTON TRONVOLD

Signature

Carlton Tronvold

Name and Title (if applicable)

April 27, 2010

/S/ DONNA VAN ALLEN

Signature

Dona Van Allen

Name and Title (if applicable)

April 27, 2010

/S/ ADAM CHAVIS

Signature

Adam Chavis

Name and Title (if applicable)

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