|
TOT
Energy, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.001 per share
|
|
(Title
of Class of Securities)
|
|
8726v103
|
|
(CUSIP
Number)
|
|
Mike
Zoi
12100
NE 16th
Avenue
#210
North
Miami Florida 33161(305) 891 2288
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
March
31, 2009
|
|
(Date
of Event which Requires Filing of this
Statement)
|
|
SCHEDULE
13D
|
||||
|
CUSIP
No.
|
8726v103
|
Page
2 of 19 Pages
|
||
|
1
|
NAME
OF REPORTING PERSONS
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mike
Zoi
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) o
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF
FUNDS* PF
|
|||
|
5
|
CHECK
BOX 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
BENE-FICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
5,754
Shares
|
||
|
8
|
SHARED
VOTING POWER
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
5,754
Shares
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,357,006
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.0%
|
|||
|
14
|
TYPE
OF REPORTING
PERSON* IN
|
|||
|
*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.
|
||||
|
SCHEDULE
13D
|
||||
|
CUSIP
No.
|
8726v103
|
Page
3 of 19 Pages
|
||
|
1
|
NAME
OF REPORTING PERSONS
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ENERFUND,
LLC [EIN: 20-4535236]
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) o
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF
FUNDS* WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|||
|
NUMBER
OF
SHARES
BENE-FICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.0%
|
|||
|
14
|
TYPE
OF REPORTING
PERSON* HC
|
|||
|
*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.
|
|
SCHEDULE
13D
|
||||
|
CUSIP
No.
|
8726v103
|
Page
4 of 19 Pages
|
||
|
1
|
NAME
OF REPORTING PERSONS
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TGR
Energy, LLC [EIN: 20-0291967]
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) o
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF
FUNDS* WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|||
|
NUMBER
OF
SHARES
BENE-FICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,351,252
Shares (including 41,362,168 shares underlying
warrants)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.0%
|
|||
|
14
|
TYPE
OF REPORTING
PERSON* OO
(LLC)
|
|||
|
*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.
|
||||
|
Item
1.
|
Security
and Issuer
|
|
(a)
|
Security: Common Stock
* , par value $0.001 per
share
|
|
(b)
|
Issuer:
|
TOT
Energy, Inc.
|
||
|
Item
2.
|
Identity
and Background
|
|||
|
(a)
|
Mike
Zoi
|
|
(b)
|
12100
NE 16th
Avenue #210
North Miami, Florida
33161
|
|
(c)
|
CEO
and President of TOT Energy, Inc.
|
|
(d)
|
Not
applicable
|
|
(e)
|
Not
applicable
|
|
(f)
|
United
States of America
|
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
|
Item
4.
|
Purpose
of Transaction
|
|
(a)
|
TOT
Energy, Inc. (the “Company”), formerly Splinex Technology, Inc., was
organized on February 6, 2004 under the laws of the State of Delaware as a
wholly-owned subsidiary of Splinex, LLC, a Florida limited liability
company, and was the surviving entity pursuant to a merger with Ener1
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Ener1, Inc., a Florida corporation. The effective date of the merger was
January 18, 2005. Splinex, LLC received 95,000,000 shares of the Company
in connection with the merger, some of which were distributed to certain
members of Splinex, LLC thereafter. Mike Zoi held a 12.75% economic
interest in Splinex, LLC.
|
|
On
or about December 17, 2007, (1) certain holders, who had received shares
in the Company as distributions from Splinex LLC, transferred their
ownership of 35,162,334 shares of common stock of the Company to Splinex
LLC for nominal consideration, and (2) Bzinfin, S.A., a British Virgin
Islands limited corporation that is indirectly owned by an affiliate of
Ener1 Group, Inc., a Florida company of which Mike Zoi is a shareholder
and director and which is the majority shareholder of Ener1, Inc., and
Ener1 Group assigned debt obligations of the Company to Splinex LLC in the
amount of $2,805,207 and $845,864, respectively. Under a Purchase
Agreement dated December 17, 2007, TGR Capital, LLC (which changed its
name to Enerfund, LLC in September 2008), a Florida limited liability
company (“Enerfund”), which is wholly-owned by Mike Zoi, acquired all of
the membership interests in Splinex LLC, thereby giving Enerfund control
of Splinex LLC.
|
|
|
Under
an Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of the Company to Splinex LLC of which
8,500,000 shares were issued to Bzinfin and 2,125,000 were issued to a
former affiliate of Splinex, LLC. Splinex LLC owned 98,157,334 shares of
the Company as of December 17, 2007 and an aggregate of 201,032,334 shares
after the completion of the Exchange Agreement on December 18, 2007. The
Company had 100,757,769 shares outstanding at December 17, 2007 and
214,257,769 shares outstanding after the completion of the Exchange
Agreement. In June 2008, Splinex, LLC changed its name to TGR Energy, LLC
(“TGR”).
|
|
|
Pursuant
to a Purchase Agreement dated March 21, 2008, TGR acquired on March 26,
2008 an additional 231,415 shares of common stock of the Company from
Itochu Corporation, a Japanese company.
|
|
|
On
August 7, 2008, the Board of Directors of the Company approved a
Subscription Agreement dated August 7, 2008 (the “Subscription Agreement”)
with TGR, wherein TGR committed to invest up to $2,000,000 in exchange for
up to 100,000,000 shares of the Company's common stock for $0.02 per
share. In addition, the Company granted TGR warrants to purchase up to
50,000,000 shares of common stock for $0.05 per share. These warrants may
be exercised within five years from the date of grant. The shares and
warrants are issuable under the Subscription Agreement upon the funding
from time to time by TGR. The valuation date to determine the appropriate
compensation charge is the last day of the quarter then ended. Pursuant to
the Subscription Agreement, TGR will fund the Investment Amount as
required in the Company’s operational budget. TGR’s obligation to fund the
Investment Amount will be reduced by any future third party funding or
investments in the Company on terms no less favorable than those contained
in the Subscription
Agreement.
|
|
For
the quarter ended September 30, 2008, TGR was issued 5,157,600 shares of
common stock of the Company and fully vested five year warrants to
purchase 2,578,800 shares of common stock of the Company for $0.05 per
share in exchange for funding of $103,152 provided during the quarter
under the terms of the Subscription
Agreement.
|
|
For
the quarter ended December 31, 2008, TGR was issued 66,870,485 shares of
common stock of the Company and fully vested five year warrants to
purchase 33,434,743 shares of common stock of the Company at an exercise
price of $0.05 per share in exchange for financings in the aggregate
amount of $1,337,410 provided during the quarter under the terms of the
Subscription Agreement.
For
the quarter ended March 31, 2009, TGR was issued 10,697,250 shares of
common stock of the Company and fully vested five year warrants to
purchase 5,348,625 shares of common stock of the Company for $0.05 per
share in exchange for funding of $213,945 provided during the quarter
under the terms of the Subscription Agreement.
|
|
(b)
|
See
response to Item 4(a).
|
|
(c)
|
See
response to Item 4(a).
|
|
(d)
|
As
the beneficial owner of 95.0% of the Company’s common stock, Mike Zoi has
the right and authority to replace the current members of the Board of
Directors of the Company although he has no present intention to do
so.
|
|
|
(e)
|
None
|
|
|
(f)
|
Not
applicable
|
|
(g)
|
Not
applicable
|
|
(h)
|
Not
applicable
|
|
(i)
|
Not
applicable
|
|
(j)
|
Not
applicable
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
(a)
|
Aggregate
number: 325,357,006 (including
41,362,168 shares underlying
warrants)
|
|
Percentage: 95.0%
|
|
(b)
|
(i)
Sole power to vote or direct the
vote: 5,754
|
|||
|
(ii) Shared
power to vote or direct the vote:
|
||||
|
325,351,252
(including 41,362,168 shares underlying
warrants)
|
||||
|
(iii)
Sole power to dispose or direct the
disposition: 5,754
|
||
|
(iv)
Shared power to dispose or direct the
disposition:
|
||
|
325,351,252
(including 41,362,168 shares underlying
warrants)
|
||
|
(c)
|
See
response to Item 4(a).
|
|
(d)
|
Not
applicable
|
|
(e)
|
Not
applicable
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
(a)
|
Agreement
and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1,
Inc., dated as of June 9, 2004, incorporated herein by
reference to Exhibit 2.1 to Splinex’s Registration Statement on
Form S-1 filed with the Commission on June 24, 2004 (Registration No.
333-116817)
|
|
(b)
|
First
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Registrant and Ener1, Inc., dated as of October 13, 2004, incorporated
herein by reference to Exhibit 2.2 to Amendment No, 1 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on October
15, 2004 (Registration No.
333-116817)
|
|
(c)
|
Second
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated
herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on December
27, 2004 (Registration No.
333-116817)
|
|
(d)
|
Certificate
of Merger of Splinex, incorporated herein by reference to Exhibit 3.2 to
Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on December 27, 2004 (Registration No.
333-116817)
|
|
(e)
|
Subscription
Agreement, dated August 7, 2008 by and between TOT Energy, Inc. and TGR
Energy, LLC, incorporated herein by reference to Exhibit 10.20 to our
Quarterly Report on Form 10-Q filed with the Commission on November 18,
2008
|
|
(f)
|
Certificate
of Amendment of Certificate of Incorporation of TOT Energy, Inc. dated
December 22, 2008, incorporated herein by reference to Exhibit 10.21 to
our Quarterly Report on Form 10-Q filed with the Commission on February
17, 2009
|
|
Security
and Issuer
|
|
(a)
|
Security: Common Stock
* , par value $0.001 per
share
|
|
(b)
|
Issuer:
|
TOT
Energy, Inc.
|
|
|
12100
NE 16th
Avenue #210
|
|||
|
North
Miami, Florida 33161
|
|
Item
2.
|
Identity
and Background
|
|
(a)
|
Enerfund,
LLC, a Florida limited liability
company
|
| (b) |
12100 NE 16th Avenue #210
North Miami, Florida
33161
|
|
(c)
|
Investment
Company
|
|
(d)
|
Not
applicable
|
|
(e)
|
Not
applicable
|
|
(f)
|
Not
Applicable
|
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
|
Item
4.
|
Purpose
of Transaction
|
|
(a)
|
TOT
Energy, Inc. (the “Company”), formerly Splinex Technology, Inc., was
organized on February 6, 2004 under the laws of the State of Delaware as a
wholly-owned subsidiary of Splinex, LLC, a Florida limited liability
company, and was the surviving entity pursuant to a merger with Ener1
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Ener1, Inc., a Florida corporation. The effective date of the merger was
January 18, 2005. Splinex, LLC received 95,000,000 shares of the Company
in connection with the merger, some of which were distributed to certain
members of Splinex, LLC thereafter. Mike Zoi held a 12.75% economic
interest in Splinex, LLC.
|
|
| On or about December 17, 2007, (1) certain holders, who had received shares in the Company as distributions from Splinex LLC, transferred their ownership of 35,162,334 shares of common stock of the Company to Splinex LLC for nominal consideration, and (2) Bzinfin, S.A., a British Virgin Islands limited corporation that is indirectly owned by an affiliate of Ener1 Group, Inc., a Florida company of which Mike Zoi is a shareholder and director and which is the majority shareholder of Ener1, Inc., and Ener1 Group assigned debt obligations of the Company to Splinex LLC in the amount of $2,805,207 and $845,864, respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital, LLC (which changed its name to Enerfund, LLC in September 2008), a Florida limited liability company (“Enerfund”), which is wholly-owned by Mike Zoi, acquired all of the membership interests in Splinex LLC, thereby giving Enerfund control of Splinex LLC. | ||
|
Under
an Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of the Company to Splinex LLC of which
8,500,000 shares were issued to Bzinfin and 2,125,000 were issued to a
former affiliate of Splinex, LLC. Splinex LLC owned 98,157,334 shares of
the Company as of December 17, 2007 and an aggregate of 201,032,334 shares
after the completion of the Exchange Agreement on December 18, 2007. The
Company had 100,757,769 shares outstanding at December 17, 2007 and
214,257,769 shares outstanding after the completion of the Exchange
Agreement. In June 2008, Splinex, LLC changed its name to TGR Energy, LLC
(“TGR”).
Pursuant
to a Purchase Agreement dated March 21, 2008, TGR acquired on March 26,
2008 an additional 231,415 shares of common stock of the Company from
Itochu Corporation, a Japanese
company.
|
|
On
August 7, 2008, the Board of Directors of the Company approved a
Subscription Agreement dated August 7, 2008 (the “Subscription Agreement”)
with TGR, wherein TGR committed to invest up to $2,000,000 in exchange for
up to 100,000,000 shares of the Company's common stock for $0.02 per
share. In addition, the Company granted TGR warrants to purchase up to
50,000,000 shares of common stock for $0.05 per share. These warrants may
be exercised within five years from the date of grant. The shares and
warrants are issuable under the Subscription Agreement upon the funding
from time to time by TGR. The valuation date to determine the appropriate
compensation charge is the last day of the quarter then ended. Pursuant to
the Subscription Agreement, TGR will fund the Investment Amount as
required in the Company’s operational budget. TGR’s obligation to fund the
Investment Amount will be reduced by any future third party funding or
investments in the Company on terms no less favorable than those contained
in the Subscription Agreement.
|
|
For
the quarter ended September 30, 2008, TGR was issued 5,157,600 shares of
common stock of the Company and fully vested five year warrants to
purchase 2,578,800 shares of common stock of the Company for $0.05 per
share in exchange for funding of $103,152 provided during the quarter
under the terms of the Subscription
Agreement.
|
|
For
the quarter ended December 31, 2008, TGR was issued 66,870,485 shares of
common stock of the Company and fully vested five year warrants to
purchase 33,434,743 shares of common stock of the Company at an exercise
price of $0.05 per share share in exchange for financings in the aggregate
amount of $1,337,410 provided during the quarter under the terms of the
Subscription Agreement.
For
the quarter ended March 31, 2009, TGR was issued 10,697,250 shares of
common stock of the Company and fully vested five year warrants to
purchase 5,348,625 shares of common stock of the Company for $0.05 per
share in exchange for funding of $213,945 provided during the quarter
under the terms of the Subscription Agreement.
|
|
(b)
|
See
response to Item 4(a).
|
|
(c)
|
See
response to Item 4(a).
|
|
(d)
|
As
the beneficial owner of 95.0%of the Company’s common stock, Mike Zoi has
the right and authority to replace the current members of the Board of
Directors of the Company although he has no present intention to do
so.
|
|
|
(e)
|
None
|
|
(f)
|
Not
applicable
|
|
(g)
|
Not
applicable
|
|
(h)
|
Not
applicable
|
|
(i)
|
Not
applicable
|
|
(j)
|
Not
applicable
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
(a)
|
Aggregate
number: 325,351,252 Shares
(including 41,362,168 shares underlying
warrants)
|
|
Percentage: 95.0%
|
|
(b)
|
(i) Sole
power to vote or direct the
vote: 0
|
|
(ii) Shared
power to vote or direct the
vote: 325,351,252
(including 41,362,168 shares underlying
warrants)
|
|
(iii)
Sole power to dispose or direct the
disposition: 0
|
|
(iv)
Shared power to dispose or direct the disposition: 325,351,252
(including 41,362,168 shares underlying
warrants)
|
|
(c)
|
See
response to Item 4(a).
|
|
(d)
|
Not
applicable
|
|
(e)
|
Not
applicable
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
(a)
|
Agreement
and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1,
Inc., dated as of June 9, 2004, incorporated herein by
reference to Exhibit 2.1 to Splinex’s Registration Statement on
Form S-1 filed with the Commission on June 24, 2004 (Registration No.
333-116817)
|
|
(b)
|
First
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Registrant and Ener1, Inc., dated as of October 13, 2004, incorporated
herein by reference to Exhibit 2.2 to Amendment No, 1 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on October
15, 2004 (Registration No.
333-116817)
|
|
(c)
|
Second
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated
herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on December
27, 2004 (Registration No.
333-116817)
|
|
(d)
|
Certificate
of Merger of Splinex, incorporated herein by reference to Exhibit 3.2 to
Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on December 27, 2004 (Registration No.
333-116817)
|
|
(e)
|
Subscription
Agreement, dated August 7, 2008 by and between TOT Energy, Inc. and TGR
Energy, LLC, incorporated herein by reference to Exhibit 10.20 to our
Quarterly Report on Form 10-Q filed with the Commission on November 18,
2008
|
|
(f)
|
Certificate
of Amendment of Certificate of Incorporation of TOT Energy, Inc. dated
December 22, 2008, incorporated herein by reference to Exhibit 10.21 to
our Quarterly Report on Form 10-Q filed with the Commission on February
17, 2009
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Item
1.
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Security
and Issuer
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(a)
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Security: Common Stock
* , par value $0.001 per
share
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(b)
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Issuer:
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TOT
Energy, Inc.
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12100
NE 16th
Avenue #210
North
Miami, Florida 33161
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Item
2.
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Identity
and Background
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(a)
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TGR
Energy, LLC, a Florida limited liability
company
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(c)
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Investment
Company
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(d)
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Not
applicable
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(e)
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Not
applicable
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(f)
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Not
Applicable
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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Item
4.
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Purpose
of Transaction
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(a)
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TOT
Energy, Inc. (the “Company”), formerly Splinex Technology, Inc., was
organized on February 6, 2004 under the laws of the State of Delaware as a
wholly-owned subsidiary of Splinex, LLC, a Florida limited liability
company, and was the surviving entity pursuant to a merger with Ener1
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Ener1, Inc., a Florida corporation. The effective date of the merger was
January 18, 2005. Splinex, LLC received 95,000,000 shares of the Company
in connection with the merger, some of which were distributed to certain
members of Splinex, LLC thereafter. Mike Zoi held a 12.75% economic
interest in Splinex, LLC.
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On
or about December 17, 2007, (1) certain holders, who had received shares
in the Company as distributions from Splinex LLC, transferred their
ownership of 35,162,334 shares of common stock of the Company to Splinex
LLC for nominal consideration, and (2) Bzinfin, S.A., a British Virgin
Islands limited corporation that is indirectly owned by an affiliate of
Ener1 Group, Inc., a Florida company of which Mike Zoi is a shareholder
and director and which is the majority shareholder of Ener1, Inc., and
Ener1 Group assigned debt obligations of the Company to Splinex LLC in the
amount of $2,805,207 and $845,864, respectively. Under a Purchase
Agreement dated December 17, 2007, TGR Capital, LLC (which changed its
name to Enerfund, LLC in September 2008), a Florida limited liability
company (“Enerfund”), which is wholly-owned by Mike Zoi, acquired all of
the membership interests in Splinex LLC, thereby giving Enerfund control
of Splinex LLC.
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Under
an Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of the Company to Splinex LLC of which
8,500,000 shares were issued to Bzinfin and 2,125,000 were issued to a
former affiliate of Splinex, LLC. Splinex LLC owned 98,157,334 shares of
the Company as of December 17, 2007 and an aggregate of 201,032,334 shares
after the completion of the Exchange Agreement on December 18, 2007. The
Company had 100,757,769 shares outstanding at December 17, 2007 and
214,257,769 shares outstanding after the completion of the Exchange
Agreement. In June 2008, Splinex, LLC changed its name to TGR Energy, LLC
(“TGR”).
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Pursuant
to a Purchase Agreement dated March 21, 2008, TGR acquired on March 26,
2008 an additional 231,415 shares of common stock of the Company from
Itochu Corporation, a Japanese company.
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On
August 7, 2008, the Board of Directors of the Company approved a
Subscription Agreement dated August 7, 2008 (the “Subscription Agreement”)
with TGR, wherein TGR committed to invest up to $2,000,000 in exchange for
up to 100,000,000 shares of the Company's common stock for $0.02 per
share. In addition, the Company granted TGR warrants to purchase up to
50,000,000 shares of common stock for $0.05 per share. These warrants may
be exercised within five years from the date of grant. The shares and
warrants are issuable under the Subscription Agreement upon the funding
from time to time by TGR. The valuation date to determine the appropriate
compensation charge is the last day of the quarter then ended. Pursuant to
the Subscription Agreement, TGR will fund the Investment Amount as
required in the Company’s operational budget. TGR’s obligation to fund the
Investment Amount will be reduced by any future third party funding or
investments in the Company on terms no less favorable than those contained
in the Subscription
Agreement.
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For
the quarter ended September 30, 2008, TGR was issued 5,157,600 shares of
common stock of the Company and fully vested five year warrants to
purchase 2,578,800 shares of common stock of the Company for $0.05 per
share in exchange for funding of $103,152 provided during the quarter
under the terms of the Subscription
Agreement.
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For
the quarter ended December 31, 2008, TGR was issued 66,870,485 shares of
common stock of the Company and fully vested five year warrants to
purchase 33,434,743 shares of common stock of the Company at an exercise
price of $0.05 per share share in exchange for financings in the aggregate
amount of $1,337,410 provided during the quarter under the terms of the
Subscription Agreement.
For the
quarter ended March 31, 2009, TGR was issued 10,697,250 shares of common
stock of the Company and fully vested five year warrants to purchase
5,348,625 shares of common stock of the Company for $0.05 per share in
exchange for funding of $213,945 provided during the quarter under the
terms of the Subscription Agreement.
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(b)
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See
response to Item 4(a).
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(c)
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See
response to Item 4(a).
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(d)
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As
the beneficial owner of 95.0% of the Company’s common stock, Mike Zoi has
the right and authority to replace the current members of the Board of
Directors of the Company although he has no present intention to do
so.
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(e)
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None
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(f)
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Not
applicable
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(g)
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Not
applicable
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(h)
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Not
applicable
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(i)
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Not
applicable
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(j)
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Not
applicable
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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Aggregate
number: 325,351,252 Shares
(including 41,362,168 shares underlying
warrants)
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Percentage: 95.0%
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(b)
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(i) Sole
power to vote or direct the
vote: 0
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(ii) Shared
power to vote or direct the
vote: 325,351,252
(including 41,362,168shares underlying
warrants)
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(iii)
Sole power to dispose or direct the
disposition: 0
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(iv)
Shared power to dispose or direct the disposition: 325,351,252
(including 41,362,168 shares underlying
warrants)
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(c)
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See
response to Item 4(a).
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(d)
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Not
applicable
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(e)
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Not
applicable
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Item
7.
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Material
to Be Filed as Exhibits
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(a)
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Agreement
and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1,
Inc., dated as of June 9, 2004, incorporated herein by
reference to Exhibit 2.1 to Splinex’s Registration Statement on
Form S-1 filed with the Commission on June 24, 2004 (Registration No.
333-116817)
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(b)
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First
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Registrant and Ener1, Inc., dated as of October 13, 2004, incorporated
herein by reference to Exhibit 2.2 to Amendment No, 1 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on October
15, 2004 (Registration No.
333-116817)
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(c)
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Second
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated
herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on December
27, 2004 (Registration No.
333-116817)
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(d)
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Certificate
of Merger of Splinex, incorporated herein by reference to Exhibit 3.2 to
Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on December 27, 2004 (Registration No.
333-116817)
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(e)
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Subscription
Agreement, dated August 7, 2008 by and between TOT Energy, Inc. and TGR
Energy, LLC, incorporated herein by reference to Exhibit 10.20 to our
Quarterly Report on Form 10-Q filed with the Commission on November 18,
2008
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(f)
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Certificate
of Amendment of Certificate of Incorporation of TOT Energy, Inc. dated
December 22, 2008, incorporated herein by reference to Exhibit 10.21 to
our Quarterly Report on Form 10-Q filed with the Commission on February
17, 2009
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April 22, 2009
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|||
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Date
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By:
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/s/ Mike
Zoi
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Name: Mike
Zoi
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|||
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Enerfund,
LLC
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|||
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April 22, 2009
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|||
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Date
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By:
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/s/ Mike
Zoi
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Name: Mike
Zoi
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|||
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Title: Managing
Member
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TGR
Energy, LLC
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April 22, 2009
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|||
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Date
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By:
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/s/ Mike
Zoi
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Name: Mike
Zoi
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|||
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Title: Managing
Member
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