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 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)


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Joseph E. LoConti
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		1,720,386 *
	8	SHARED VOTING POWER

	9	SOLE DISPOSITIVE POWER
		1,720,386 *
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,720,386 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.40%
14	TYPE OF REPORTING PERSON (see instructions) IN

* Includes an option to purchase up to 400,000 Shares at $4.25 per share and such option is currently exercisable.


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Daniel J. Clark
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

CUSIP No. 92926K103

Page 4 of 10 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gregory J. Skoda
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		462,160 *
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		462,160 *

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,160 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.79%
14	TYPE OF REPORTING PERSON (see instructions) IN

* Shares held by the Patricia A. Skoda Revocable Trust dated June 5, 2005 of which Mr. Skoda’s wife, Patricia A. Skoda, is the trustee and includes an option to purchase up to 347,014 Shares at $4.25 per share which option is held jointly by the Trust and Mr. Clark, and such option is currently exercisable.

CUSIP No. 92926K103

Page 5 of 10 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Patricia A. Skoda as Trustee of the Patricia A. Skoda Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		462,160 *
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		462,160 *

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,160 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.79%
14	TYPE OF REPORTING PERSON (see instructions) IN

(a) Pursuant to Rule 13d-1(k), this Schedule 13D is filed by Joseph E. LoConti, Daniel J. Clark, Gregory J. Skoda and Patricia A. Skoda, as the trustee of the Patricia A. Skoda Revocable Trust dated June 5, 2005 (the “Trust”), an Ohio trust (each a “Reporting Person” and collectively, the “Reporting Persons”), for the purpose of reporting the acquisitions of Shares and the Option (as defined below) in a privately-negotiated transaction by Mr. LoConti, Mr. Clark and the Trust. Mr. and Mrs. Skoda are husband and wife.

(c) Mr. LoConti is special counsel to United Nations Insurance Agency, Inc., a specialty insurance agency with its principal place of business at 6140 Parkland Boulevard, Mayfield Heights, Ohio 44124. Mr. Clark is an entrepreneur. Mr. Skoda is the chairman and one of the founders of Skoda Minotti, a CPA and business and financial advisor firm located at 6685 Beta Drive, Mayfield Village, Ohio 44143. The Trust was established for estate planning purposes.

The Shares and the Option (as defined below) reported in Item 5(c) as having been acquired by Mr. LoConti, Mr. Clark, and the Trust on October 28, 2009 in a privately-negotiated transaction were acquired using personal funds of Messrs. LoConti and Clark and working capital of the Trust. Mr. LoConti, Mr. Clark and the Trust did not borrow any funds to purchase any of the Shares.

Each Reporting Person has acquired the Shares and the Option, as applicable, for investment purposes. Each Reporting Person expects to continuously review his or its investment in the Issuer and, depending on various factors, including but not limited to, the price of the Shares, the terms and conditions of any transaction, prevailing market conditions and such other considerations as they each deem relevant, each Reporting Person may at any time or from time to time, and subject to any required regulatory approvals, acquire additional Shares, preferred stock or securities convertible into or exercisable or exchangeable for Shares from time to time on the open market, in privately-negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable for Shares, including the Option.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements, dispose of some or all of his or its Shares or the Option or such other Issuer securities he or it owns or may subsequently acquire, depending on various factors, including, but not limited to, the price of Shares, the terms and conditions of any transaction and prevailing market conditions, as well as liquidity and diversification objectives.

Consistent with each of his or its investment intent, each Reporting Persons may have discussed and intends to continue to discuss with Issuer’s management, directors and other shareholders, the Issuer’s financial performance, strategic direction, business prospects and management, as well as various means of maximizing shareholder value. To further the goals of improving the performance of the Issuer and enhancing the value of the investment, discussions with the Issuer may include an active acquisition program of other companies to be undertaken by the Issuer.

On October 25, 2009, Messrs. LoConti, Clark and Skoda entered into a letter agreement with the Issuer with respect to their desire to enter into the transaction described in Item 5(c) below pursuant to which they, as a group, would become the “owners” (as that term is defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)) of more than 15% of the Issuer’s outstanding Shares. Pursuant to this letter agreement, the Issuer approved the transaction reported in Item 5(c) below solely for the purposes of Section 203(a)(1) of the DGCL, in order to provide that the restrictions on “business combinations” as defined in Section 203 of the DGCL shall not apply to the Issuer and the Reporting Persons as a result of the transaction described in Item 5(c) below.

On October 29, 2009, the Issuer announced the execution of a non-binding letter of intent with respect to a proposed acquisition of the operations of Live Earth LLC, an Ohio limited liability company (“Live Earth”). Messrs. LoConti, Clark, and Skoda (through his own trust) and the Trust are non-managing members of Live Earth. There can be no assurance that the acquisition of the operations of Live Earth by the Issuer will be completed.

Except as indicated herein, none of the Reporting Persons have any plan or proposal that relates to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to modify their plans and proposals described in this Item 4 and, as disclosed above, to acquire additional Shares or dispose of Shares from time to time depending on market conditions. Further, subject to applicable laws and regulations, the Reporting Persons may formulate plans and proposals that may result in the occurrence of an event set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Mr. LoConti beneficially owns 1,720,386 Shares, including the Option to purchase up to 400,000 Shares, which represents 10.40% of the Shares outstanding assuming exercise of his Option in full. Mr. Clark beneficially owns 648,827 Shares, including the Option to purchase up to 347,014 Shares held jointly with the Trust, which represents 3.92% of the Shares outstanding assuming exercise of his Option in full. Mrs. Skoda as trustee of the Trust beneficially owns 462,160 Shares, including the Option to purchase up to 347,014 Shares jointly held by the Trust and Mr. Clark, which represents 2.79% of the Shares outstanding assuming exercise of the Trust’s Option in full, and Mr. Skoda may be deemed the beneficial owner of the 462,160 Shares, including the Option, held by the Trust, which represents 2.79% of the Shares outstanding assuming exercise of the Trust’s Option in full. The number of Shares beneficially owned by Messrs. LoConti, Clark and Skoda does not include, and such Reporting Persons do not beneficially own and disclaim beneficial ownership of, any of the 211,491 Shares held as collateral for a loan by Something Better, LLC, of which such Reporting Persons own membership interests representing substantially all of the equity. The Reporting Persons together beneficially own 2,484,359 Shares, which represents 15.02% of the Shares outstanding assuming exercise of the Option of 747,014 Shares in full.

(b) Mr. LoConti has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the Shares and the Option owned by him. Mr. Clark has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the 301,813 Shares owned by him, and shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of the Option to purchase up to 347,014 Shares, which is jointly held with the Trust. Mrs. Skoda, as the trustee of the Trust, may be deemed to have shared power to vote, or direct the voting of, and shared power to dispose, or to direct the disposition of, the 115,146 Shares owned by the Trust and shared power to vote, or direct the voting of, and shared power to dispose, or to direct the disposition of, the Option to purchase up to 347,014 Shares, which is jointly held with Mr. Clark. Mr. Skoda may be deemed to have shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the Shares and the Option held by the Trust. However, the Reporting Persons do not have the power to vote, or to direct the voting of, or the power to dispose, or to direct the disposition of, any of the Shares underlying the Option unless and until the Option is exercised in whole or in part.

(c) Effective October 28, 2009, Mr. LoConti, Mr. Clark and the Trust entered into a privately-negotiated transaction with a third party group pursuant to which (1) Mr. LoConti and the Trust purchased 681,002 Shares and 56,622 Shares, respectively, at a price of $4.00 per share, and (2) Mr. LoConti, Mr. Clark and the Trust entered into an option agreement pursuant to which they each have the right in their sole discretion to purchase additional Shares prior to December 25, 2009 at an exercise price of $4.25 per share (the “Option”). Mr. LoConti has the Option to purchase up to 400,000 Shares (in whole or in part). Mr. Clark and the Trust have the Option to purchase up to 347,014 Shares (in whole or in part) and in such amounts between each other as they so agree; provided that the total number of Shares that can be exercised between the two of them cannot exceed 347,014 Shares.

As disclosed in Item 5(c), effective October 28, 2009 in a privately-negotiated transaction, Mr. LoConti, Mr. Clark and the Trust acquired the Option from a third party group. Mr. LoConti has the Option to purchase up to 400,000 Shares (in whole or in part). Mr. Clark and the Trust have the Option to purchase up to 347,014 Shares (in whole or in part) and in such amounts between each other as they so agree; provided that the total number of Shares that can be exercised between the two of them cannot exceed 347,014 Shares. In addition, as part of the option agreement, Ballard O. Castleman, a member of the Issuer’s board of directors, agreed that if the entities issuing the Option no longer own any of the Shares that they owned as of the date of the option agreement he would resign from the Issuer’s board effective on such date.

7.1

Option Agreement by and among Joseph E. LoConti, Daniel J. Clark and Patricia A. Skoda as Trustee of the Patricia A. Skoda Revocable Trust dated June 5, 2005 and William P. & Heather H. Esping Children’s Trust, JBJ Lending Company, JEK Sep/Property, LP and Eminence Interests, LP

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		301,813
	8	SHARED VOTING POWER
		347,014 *
	9	SOLE DISPOSITIVE POWER
		301,813
	10	SHARED DISPOSITIVE POWER
		347,014 *

	/s/ Joseph E. LoConti
	Joseph E. LoConti

	/s/ Daniel J. Clark
	Daniel J. Clark

	/s/ Gregory J. Skoda
	Gregory J. Skoda

	/s/ Patricia A. Skoda
	Patricia A. Skoda as Trustee of the
	Patricia A. Skoda Revocable Trust
	dated June 5, 2005