X0202 4 2008-03-07 0 0001079786 George Foreman Enterprises Inc GFME.OB 0000904439 HOLTZMAN SEYMOUR C/O JEWELCOR MANAGEMENT, INC. 100 N. WILKES BARRE BLVD., 4TH FLOOR WILKES BARRE PA 18702 1 1 1 0 Co-Chairman and CEO 8% Convertible Promissory Note 2008-03-07 4 P 0 150000 150000 A 2008-03-07 2010-03-06 Common Stock 120000 150000 I See Footnote 8% Convertible Promissory Note 2008-03-07 4 P 0 100000 100000 A 2008-03-07 2010-03-06 Common Stock 80000 100000 I See Footnote On March 7, 2008, pursuant to a Securities Purchase Agreement, the Holtzman Opportunity Fund, L.P. ("Opportunity") and Jewelcor Investments LLC ("Investments") purchased from the Issuer newly issued 8% Convertible Promissory Notes in the principal amounts of $150,000 and $100,000, respectively. These Notes are convertible into units of the Issuer at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Issuer's common stock and a warrant to purchase one share of common stock, exercisable at a price of $3.00 per share, subject to adjustment. (Continued Footnote) Opportunity and Investments have the immediate right to acquire, without additional consideration, 60,000 and 40,000 shares of common stock, respectively, included in the units issuable upon conversion of the Notes, and thereafter have the immediate right to acquire an additional 60,000 and 40,000 shares of common stock, respectively, upon exercise of the warrants included in the units issuable upon conversion of the Notes, at an exercise price of $3.00 per share. Opportunity is managed by an entity that is indirectly owned by the reporting person. The members of Investments are the reporting person and Jewelcor Management, Inc. The reporting person is an indirect controlling stockholder of Jewelcor Management, Inc. The reporting person disclaims beneficial ownership of the securities owned by Opportunity and Investments except to the extent of his pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose. /s/ Seymour Holtzman 2008-03-11