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| OMB APPROVAL |
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| OMB Number: 3235-0145 |
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 2)* |
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| 11 GOOD ENERGY, INC. |
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| (Name of Issuer) |
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| Common Stock |
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| (Title of Class of Securities) |
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| 286236 104 |
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| (CUSIP Number) |
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Steven Morse, Esq., Morse & Morse, PLLC., 1400 Old Country Road, Westbury, NY 11590 (516-487-1446) |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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| April 9, 2012 |
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(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box 9.
Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are sent.
*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 disclosures provided in a prior cover page.
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 (“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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CUSIP No. 286236 104 |
| Page 2 of 4 Pages |
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1 | NAME OF REPORTING PERSON | ||||
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) | |||
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3 | SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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| 7 |
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NUMBER OF | SOLE VOTING POWER |
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8 | SHARED VOTING POWER |
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9 |
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SOLE DISPOSITIVE POWER |
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10 | SHARED DISPOSITIVE POWER |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | / / | |||
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
14 |
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TYPE OF REPORTING PERSON* |
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(1) | Includes Warrants to purchase 2,000,000 shares. |
(2) | Based upon 19,991,238 shares outstanding, inclusive of the 2,000,000 warrant shares. |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 286236 104 |
| Page 3 of 4 Pages |
Item 1. Security and Issuer
This statement relates to the Common Stock of 11 Good Energy, Inc. (the “Issuer”). The Issuer’s executive office is located at 11 Good Energy, Inc., 4450 Belden Village Street, N.W., Suite 800, Canton, OH 44718.
Item 2. Identity and Background
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| (a) | Frederick C. Berndt |
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| (b) | 4450 Belden Village Street, N.W., Suite 800, Canton, OH 44718 |
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| (c) | Chief Executive Officer of the Issuer. |
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| (d) | Not applicable. |
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| (e) | Not applicable. |
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| (f) | USA |
Item 3. Source and Amount of Funds or Other Consideration
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| Not applicable. |
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Item 4. Purpose of Transactions | |
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| (a) - (j) Not applicable. |
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| An original Schedule 13-D filing was made as a result of the effectiveness of the Issuer’s registration statement on Form 8-A. The Reporting Person originally acquired the securities covered by this schedule for investment purposes and as a founder of the Company. Mr. Berndt is currently a director and Chief Executive Officer of the Issuer, although his resignation from both positions will become effective upon the filing of an amendment to the Company’s Form 10-K for its fiscal year ended December 31, 2011. All changes in directors and management of the Company are to be disclosed therein. Except as disclosed in such amended Form 10-K to be filed with the SEC on or before April 30, 2012, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions required to be described in item 4 of Schedule 13-D. The Reporting Person may at any time review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. |
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CUSIP No. 286236 104 |
| Page 4 of 4 Pages |
Item 5. Interest in Securities of the Issuer
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| (a) - (b) As of April 20, 2012, the Issuer has outstanding 17,991,238 shares of Common Stock and 11,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock have the same voting rights as the Common Stock (except as otherwise provided by applicable law) and do not have any conversion rights into Common Stock. Of the foregoing shares of Common Stock, the reporting person beneficially owns 3,089,000 shares of Common Stock (inclusive of warrants to purchase 2,000,000 shares), representing 15.5% of the outstanding Common Stock and 10.0% of the voting capital stock when combining Preferred Stock and Common Stock held. The reporting person has the sole power to dispose and vote of all shares of Common Stock owned by him. |
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| (c) On April 9, 2012, Mr. Berndt transferred 11,000,000 shares of Series A Preferred Stock to a director of the Issuer in exchange for one dollar and other good and valuable consideration. Mr. Berndt also transferred 2,000,000 shares of Common Stock to the Issuer in exchange for warrants to purchase a like number of shares of Common Stock at $5.00 per share over a period of five years. |
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| (d) - (e) Not Applicable |
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| Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. |
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| Mr. Berndt’s employment contract dated as of November 11, 2007 provides for the Reporting Person to be Chief Executive Officer of the Issuer. |
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| Item 7. Materials to be filed as Exhibits |
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| Employment contract entered into as of November 11, 2007. (Incorporated by reference to Exhibit 10.1 contained in the Registrant’s Form S-1filed with the SEC on April 19, 2010). |
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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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| Dated: April 27, 2012 |
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| Signature By: | /s/ Frederick C. Berndt |
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| Frederick C. Berndt |