|                                   
|-----------------------------------
|SECURITIES
 AND EXCHANGE COMMISSION
|Washington, D.C. 20549             
|                                   
|FORM 10-K/A                        

|                                             |                                                                                          
|-------------------------------------------- | -----------------------------------------------------------------------------------------
|x                                            | ANNUAL REPORT PURSUANT TO SECTION 13
 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                             |                                                                                          
|For the fiscal year ended
 December 31, 2011
|or                                          
|                                             |                                                                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION
 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|For the transition period from ____ to ___ | Commission File Number: 000-54132
|------------------------------------------ | ---------------------------------

|                                                        |                      | 
|------------------------------------------------------- | -------------------- | 
|                                                        | 11 GOOD ENERGY, INC. | 
|                                                        |                      | 
|(Exact name of Registrant as specified in
 its charter)

|Delaware                       |                         | 26-0299315
|------------------------------ | ----------------------- | ----------
|                               |                         |           
|(State of jurisdiction of      | (I.R.S.
 Employer      
|incorporation or organization) | Identification
 Number)

|4450 Belden Village Street, N.W., Suite 800                                                                                         |                | 
|----------------------------------------------------------------------------------------------------------------------------------- | -------------- | 
|Canton, OH                                                                                                                          | 44718          | 
|                                                                                                                                    |               
|(Address of principal executive offices)                                                                                            | (Zip Code)    
|                                                                                                                                    |               
|Registrants
 telephone number, including area code:                                                                                | (330) 492-3835
|                                                                                                                                    |               
|                                                                                                                                    |               
|                                                                                                                                    |               
|Securities registered
 pursuant to Section 12 (b) of the Act: None                                                                 
|                                                                                                                                   
|                                                                                                                                   
|Securities registered
 pursuant to Section 12 (g) of the
 Act:          Common Stock,
 $.0001 Par Value                            
|                                                                                                                                   
|                                                                                                                                   
|Indicate by check mark if the registrant is a
 well-known seasoned issuer, as defined in Rule 405 of the Securities Act
 Yes o No x

Check
whether the Registrant is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. o

Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o.

Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No x (Note: The Registrant has filed its
interactive data with the SEC, but has not yet posted the interactive data on
its website, which it intends to do in the near future.)

Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K x.

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act: smaller reporting company x.

Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x

As
of June 30, 2011, the number of shares held by non-affiliates was approximately
15,000,000 shares. As of June 30, 2011, there was no public market for our
Common stock to value the Shares held by non-affiliates.

The
number of shares issued and outstanding of the Registrants Common Stock as of
April 27, 2012, was 17,991,238, which gives effect to the return to treasury of
2,000,000 shares of Common Stock by Frederick C. Berndt. See Item 13.

---



Explanatory Note

On April
16, 2012, 11 Good Energy, Inc. (hereinafter referred to as the Company or
Registrant) filed its Form 10-K for its fiscal year ended December 31, 2011.
Omitted from the filing was information required by Part III of the Form 10-K
rules and regulations. The Registrant is required on or before April 30, 2012
to file its definitive Proxy Statement containing the information required by
Part III of the Form 10-K or to file an amended Form 10-K containing this
information. The purpose of this amended Form 10-K is to file the required Part
III information, which information is contained below.

2

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PART III

In April
2012, Frederick C. Berndt and Daniel T. Lapp as part of a management
restructuring agreed to resign from the Board of Directors and from their
positions as Chief Executive Officer and Chief Financial Officer, respectively,
upon the filing of this Amendment to the Companys Form 10-K for the fiscal
year ended December 31, 2011. At that time, Gary R. Smith agreed to become
Interim Chief Executive Officer and E. Jamie Schloss agreed to become Interim
Chief Financial Officer of the Company and, in the case of Mr. Schloss, subject
to the Company entering into an agreement to compensate him for his time. Items
10-14 below provide information on both the current officers and directors of
the Company on the filing date of this amended Form 10-K as well as the
anticipated changes to Management and the Board which are known as of the
filing date of this amended Form 10-K.

Item 10. Directors, Executive Officers and Corporate

Governance.

The names,
ages and principal occupations of the Companys present officers and directors
are listed below.

|                         |  |     |  |                                        |  |                                                              
|------------------------ |  | --- |  | -------------------------------------- |  | -------------------------------------------------------------
|Name (1)                 |  | Age |  | First Became Director 
 and/or Officer |  | Position                                                     
|                         |  |     |  |                                        |  |                                                              
|                         |  |     |  |                                        |  |                                                              
|Frederick C.
 Berndt (2) |  | 37  |  | 2007                                   |  | Chief
 Executive Officer, President and Chairman of the Board
|                         |  |     |  |                                        |  |                                                              
|Gary R.
 Smith (2)       |  | 69  |  | 2009                                   |  | Chief
 Operating Officer, Director                           
|                         |  |     |  |                                        |  |                                                              
|Daniel T.
 Lapp (2)      |  | 42  |  | 2007                                   |  | Chief
 Financial Officer, Director                           
|                         |  |     |  |                                        |  |                                                              
|John D. Lane             |  | 65  |  | 2009                                   |  | Director                                                     
|                         |  |     |  |                                        |  |                                                              
|E. Jamie
 Schloss (2)    |  | 69  |  | 2012                                   |  | Director                                                     
|                         |  |     |  |                                        |  |                                                              
|Antonio
 Marquez         |  | 32  |  | 2012                                   |  | Director                                                     

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(1) | Directors are elected at the annual meeting of stockholders and hold
 office until the following annual meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | In April 2012, Frederick C. Berndt and Daniel T. Lapp as part of a
 management restructuring agreed to resign from the Board of Directors and
 from their positions as Chief Executive Officer and Chief Financial Officer,
 respectively, upon the filing of this Amendment to the Companys Form 10-K
 for the fiscal year ended December 31, 2011. At that time, Gary R. Smith
 agreed to become Interim Chief Executive Officer and E. Jamie Schloss agreed
 to become Interim Chief Financial Officer of the Company. The Company intends
 to interview candidates to become permanent Chief Executive Officers and
 Chief Financial Officers of the Company. It is anticipated that upon these
 replacements being hired by the Company that Mr. Smith will retire from the
 Company and serve as a consultant. The Company will also seek to replace the
 vacancies on the board served by the resignations of Messrs. Berndt and Lapp,
 as well as the anticipated resignation of Mr. Smith. We can provide no
 assurances that candidates satisfactory to the Company will be obtained by
 the Company to fill the director vacancies and management positions. It should
 be noted that the Companys executive officers serve at the pleasure of the
 board and may be removed either with or without cause by the board of
 directors (subject to their contractual rights), and a successor elected by a
 majority of the board of directors at any time.

Frederick C. Berndt

Frederick C. Berndt has an extensive background in banking, having
studied Finance and Economics at Geneva College in Pennsylvania. Mr. Berndt
began his career in Commercial Banking in 1995. In 1997, he became licensed as
an NASD Series 7 and 63, for Rise Securities and became a Partner/Vice
President of Berndt & Associates

3

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Investment Management, a full service money management firm that

was
formed in the early 1970s. In 1999, Mr. Berndt passed his Securities Principals
license and became the principal and compliance officer for Rise Securities,
Inc. In 2001, Mr. Berndt left Berndt & Associates to pursue a consulting
career in investment banking. He consulted for EWRX Internet solutions, an
anti-virus software company and also consulted for Hamilton Scientific, a New
Jersey based medical software company. In 2002, Mr. Berndt founded Bible
Resources, Inc., a private corporation formed for the purpose of oil and gas
exploration. He then successfully orchestrated the reverse takeover of The
Havana Group, and co-developed this company which is now known as Surge Global
Energy, Inc. Mr. Berndt served Surge Global Energy as Executive Vice President
and a member of the Board of Directors for approximately three years between
2004 and 2006. Since 2007, Mr. Berndt has served as Chairman and Chief
Executive Officer of 11 Good Energy, Inc. Mr. Berndts experience in executive
management and experience and contacts in the oil and gas industry led to the
conclusion of our Board that he should serve as a director of our company in
light of our business and structure.

Gary R. Smith

Mr. Smiths leadership ability, decision making skills,

determination,
and strength come largely from his longtime involvement in sports, as both an
athlete and an official. At St. Cloud State University, Mr. Smith won the 1963
and 1964 National Collegiate NAIA Wrestling Championships. He then placed
fourth in the 1964 Olympic Wrestling trials.

In 1977, Mr. Smith joined Cummins Engine Company, managing major
accounts for the industrial division. Mr. Smith advanced with Cummins, becoming
the Executive Director of national accounts before leaving Cummins in 1984. Mr.
Smith then joined Hercules Engines, Inc. where he gained an extensive knowledge
of alternative fuel engines.

In 1998, Mr. Smith joined High Plains Corporation, an ethanol
manufacturer, for the purpose of restructuring the company. Mr. Smith
coordinated Abengoas acquisition of High Plains Corporation and as a result of
Mr. Smiths leadership in the deal, per share value of High Plains increased
from $.69 to $5.64, the amount Abengoa offered per share for High Plains
Corporation. After the successful restructuring and sale of High Plains in
2002, Mr. Smith decided to leave the company and pursue other interests,
leaving behind the solid management team that he created. He was a member of
the Abengoa Board of Directors for three years. He also served two terms as
Chairman of the Renewable Fuels Association in 2000 and 2001. From May 2002
through March 2009, Mr. Smith served as Chief Executive Officer of Signa
Stortech Systems, a metal manufacturing company. Today, Mr. Smith lives in
Canton, Ohio and serves on the Board of Directors for the Professional Football
Hall of Fame. Since March 1, 2009, Mr. Smith serves as Chief Operating Officer
and as a Director for 11 Good Energy, Inc. As Chief Operating Officer, Mr.
Smiths duties include providing strategic planning advice in the areas
including, but not limited to, marketing strategies; developing strategic
alliances with suppliers, affiliations, and end users; assisting in attracting
key personnel; general business consulting and operations. Mr. Smiths
experience with an ethanol manufacturer as well as serving as chairman of the
Renewable Fuels Association, led to the conclusion of our Board that he should
serve as a director of our company in light of our business and structure.

Daniel T. Lapp

Daniel T. Lapp began his accounting and finance career 17 years ago as
an auditor with Coopers & Lybrand, LLP, in Washington D.C., planning and
performing audits for the government contractor, high technology and oil and
gas industries. His public accounting experience lead to the position of
manager of operational/internal audits for Harman International Industries,
Inc., an international Fortune 1000 electronics manufacturer. This position
focused on financial audits of all aspects of the balance sheet, review of the
internal control environment, and analysis of manufacturing facilities for
accounting and asset valuation issues and performing due diligence procedures
for potential acquisition targets. Mr. Lapp planned and performed the
accounting/operational audits of over 50 subsidiary companies within this
company. From March 2005 to August 2006, Mr. Lapp held an accounting management
position with Microstrategy, Inc., a business intelligence software development
company. From September 2006 through May 2007, Mr. Lapp performed accounting
and consulting services as an independent consultant and beginning in February
2007 began consulting for 11 Good Energy, Inc. In May 2007, Mr. Lapp joined 11
Good Energy, Inc. as the Chief Financial Officer and Director. Over his career,
Mr. Lapp has also has built and extensive knowledge of accounting system
management and contract review to complement his internal audit

4

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and public accounting experience. Mr. Lapp graduated from Kent State
University and is a licensed CPA. Mr. Lapps public accounting experience and
the fact that he is a financial expert led to the conclusion of our Board that
he should serve as a director of our company in light of our business and
structure.

John D. Lane

Mr. Lane entered the securities industry in May 1969 with a
bank-trading firm in New Jersey. He founded Lane Capital Markets, LLC in 2001
as an Investment Banking Partnership. Mr. Lane has managed/co-managed over 45
IPO or secondary transactions and has participated in hundreds of underwriting
and selling groups since the early 1990s. Prior to forming Lane Capital
Markets, he held the position of Managing Director of Capital Markets at a New
York based firm in Fairfield County, Connecticut. He has been associated with
several major firms including Boettcher & Co., Advest & Co. and Dain
Rauscher. Mr. Lane has served as officer, director, owner, trader, department
manager, corporate finance director and syndicate manager. He has been active
in several Fairfield County organizations. Mr. Lane has been quoted in Business Week, Barrons,

Forbes, Investment Dealer
Digest, The New York Times, The Wall Street Journal, Entrepreneurial Magazine
and several other business publications. Mr. Lane served as a Director of the
National Investment Bankers Association between 1991-1995 and has served as a
Director and Advisor to several boards. He has spoken publically on issues
facing the changing securities industry. Having traveled several times to
Washington, D.C., he has lobbied on behalf of the securities industry. Mr. Lane
has specifically dealt with issues and challenges facing small broker dealers
and their ability to compete in the capital raising process. Mr. Lane has been
an active member of several SIFMA committees, including the SIFMA Small Firms
Committee, in which he was Chairman in 1994, the SIFMA Membership Committee, in
which he was Chairman for several terms, and also served three years on the
SIFMA Syndicate Committee. Mr. Lane served as District Chairman, for several
years, of the Security Industry Associations New England district. In 1996,
John traveled to China with SIFMA, representing small firms, for 17 days as a
guest of the Chinese government to meet with banks, brokerage firms and the
government to discuss experiences in the capital-raising arena and several
topics regarding the securities business.

Mr. Lane had, for several years, served as a FINRA mediator working

to
resolve industry disputes. Mr. Lane was appointed to a three-year term to serve
as Chairman in 2002 on the FINRA District Business Conduct Committee out of
Boston, MA. Mr. Lane completed a three year term on the FINRA Small Firm
Advisory Board, which meets and recommends solutions to industry issues and
their impact on regional and small broker/dealers. Also, Mr. Lane has completed
a three year term on the FINRA Corporate Finance Committee and has been active
in crafting a policy on the hot topic of research analyst payment for deal
gathering. Mr. Lane worked for two years toward the restructuring of the
recently adopted FINRAs Corporate Finance Rules. Mr. Lane was elected to a one
year term on the FINRA Advisory Board in 2002, meeting on national issues
affecting the securities industry. In September 2002 Mr. Lane was appointed to
the FINRA Nominating Committee, and served as Chairman in 2003 representing the
Boston District. Mr. Lane was appointed, in January 2003, to serve on the
standing FINRA consultive committee set up to provide input to FINRA staff on
the investigations of disciplinary matters involving emerging regulatory
issues, standards of practices, new practices and market and securities
industry issues where industry expertise would be of value. Mr. Lane currently
serves on our 11Good Energy board and the board of Cachet Financial Solutions
as well as a consultant to several additional companies. Outside of serving as
an independent business consultant, Mr. Lane is currently retired.

E.
Jamie Schloss

On February 2012, E. Jamie Schloss, agreed to join 11 Good Energy,
Inc.s Board of Directors. Mr. Schloss, age 69, was a certified public
accountant for more than 30 years before joining the board of Directors of
Surge Global Energy, Inc. from October, 2004 to July, 2006 and was reappointed
to the Surge Board in February, 2008. Mr. Schloss served as Chief Financial
Officer of Surge Global from December 2005 to June 2006 and has served as its
Chief Executive Officer and Chief Financial Officer from February, 2008 until
the present time.

Prior to his positions with Surge, Mr. Schloss company, Castle

Rock
Resources, Inc., raised funds and participated in the drilling of more than 20
deep oil & gas wells in Texas, New Mexico, and Louisiana from 1990 to 1995
through joint venture partnerships. In June 1995, Castle Rock and partners sold
seven wells in the Townsend (Sublime) Field in south Texas to Weeks Exploration
Company for an aggregate of $16,000,000. Castle Rock continues to own and
manage a well in south Texas which has been producing oil and gas for more than
18 years.

5

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Mr. Schloss has a Juris Doctorate (JD) degree, a B.A. from the
University of Pennsylvania, and an MBA equivalent from Pace College in New York
City. Mr. Schloss worked as a Certified Public Accountant in California and New
Jersey from 1966-1970. Prior to his experience in the oil & gas drilling
and exploration business, Mr. Schloss was an executive and officer of several
entertainment industry firms including MCA-Universal., Warner Bros. Television
Distribution, Western-World Television, and Hal Roach Studios.

Antonio
Marquez

In February 2012, J. Antonio Marquez, agreed to join the Board of
Directors for 11 Good Energy, Inc. J.
Antonio Marquez serves as
Principal and Managing Partner of Quez Capital Interests and Managing Member of
LLJ Quez Hispanic Multifamily Venture, which is a multifamily joint venture
with LM Capital, a $6 billion investment management firm. He is responsible for
strategic planning, capital formation, and sourcing of acquisition
opportunities. He also is involved in business plan development on new
acquisitions relative to value add strategy implementation and Hispanic
marketing efforts.

Mr. Marquez has 15 years of experience with his familys group

of
companies targeting the Hispanic demographic including grocery distribution
operations consisting of 400 diesel-consuming vehicles at 22 divisions
throughout the country and dairy product manufacturing facility in Central
California which consumes 2 million pounds of milk per day. He has been
involved in over $130MM in commercial/multifamily real estate transactions
working with GE Capital, Goldman Sachs, and Principal Real Estate Investors. He
has over 10 years of experience managing his familys commercial portfolio
totaling over 1.2 million square feet of office, retail, and industrial space
and valued over $110MM.

Mr. Marquez graduated cum laude from California Polytechnic 

San Luis
Obispo and attended the University of Southern Californias Lusk Center for
Real Estate where he focused his postgraduate studies in urban real estate with
emphasis in affordable/workforce housing through the Stan Ross Program in Real
Estate.

Committees

We do not have a standing audit, nominating, compensation

committee, or
committees performing similar functions. Our board of directors believes that
it is not necessary to have standing audit, nominating or compensation
committees at this time because the functions of such committees are adequately
performed by our board of directors. The Sarbanes-Oxley Act of 2002, as
amended, requires the company to have an audit committee consisting solely of
independent directors.

In the future, we intend to have an audit committee, compensation
committee, management committee, nominating committee and such other committees
as determined by the Board of Directors to be in the best interest of the
company and to be in compliance with all applicable securities and state laws
and listing requirements of any applicable exchanges or NASDAQ that the
companys securities may become listed on in the future, of which we can
provide no assurances that this will occur. In the event we form an audit
committee, we intend to have a financial expert as an independent board
member serving on the Audit Committee, although no assurances can be given in
this regard.

Corporate Governance

Our business, property and affairs are managed by, or under the
direction of, our Board, in accordance with the General Corporation Law of the
State of Delaware and our By-Laws. Members of the Board are kept informed of
our business through discussions with the Chief Executive Officer and other key
members of management, by reviewing materials provided to them by management.

In the past, there have been no arrangements or understandings

pursuant
to which a director or executive officer was selected to be a director or
executive officer other than employment contracts with each of our executive
officers. We have had no nominating committee of the Board. Executive officers
serve at the pleasure of the Board, subject to their rights under any
employment contracts.

6

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We review our corporate governance policies and practices by

comparing
our policies and practices with those suggested by various groups or authorities
active in evaluating or setting best practices for corporate governance of
public companies. Based on this review, we have adopted, and will continue to
adopt, changes that the Board believes are the appropriate corporate governance
policies and practices for our Company. We intend to comply with the
Sarbanes-Oxley Act of 2002 and subsequent rule changes made by the SEC and any
applicable securities exchange.

Director Qualifications and

Diversity

Following the filing of this amended Form 10-K, the Company is

seeking
to fill various vacancies to the Board of Directors. Ideally, the Board seeks
independent directors who represent a diversity of backgrounds and experiences
that will enhance the quality of the Boards deliberations and decisions. Candidates
shall have substantial experience with one or more publicly traded companies or
shall have achieved a high level of distinction in their chosen fields. The
Board is particularly interested in maintaining a mix that includes individuals
who are active or retired executive officers and senior executives,
particularly those with experience in the natural resources, finance and
capital market industries.

In evaluating nominations to the Board of Directors, our Board also
looks for certain personal attributes, such as integrity, ability and
willingness to apply sound and independent business judgment, comprehensive
understanding of a directors role in corporate governance, availability for
meetings and consultation on Company matters, and the willingness to assume and
carry out fiduciary responsibilities. Qualified candidates for membership on
the Board will be considered without regard to race, color, religion, sex,
ancestry, national origin or disability. We can provide no assurances that new
directors who join our Board of Directors will be deemed to be independent
directors, financial experts and to otherwise meet all the ideal qualifications
referenced above.

Risk Oversight

Enterprise risks will be identified and prioritized by management and
each prioritized risk will be assigned to the full board for oversight as
follows:

Risks and exposures associated with corporate governance, and
management and director succession planning, strategic, financial and execution
risks and other current matters that may present material risk to our
operations, plans, prospects or reputation.

Risks and exposures associated with financial matters, particularly
financial reporting, tax, accounting, disclosure, internal control over
financial reporting, financial policies, investment guidelines and credit and
liquidity matters.

Risks and exposures associated with leadership assessment, and
compensation programs and arrangements, including incentive plans.

Board Leadership Structure

The Chairman of the Board presides at all meetings of the Board.
Currently, the offices of Chairman of the Board and Chief Executive Officer are
not separated. The Company has no fixed policy with respect to the separation
of the offices of the Chairman of the Board and Chief Executive Officer. The Board
believes that the separation of the offices of the Chairman of the Board and
Chief Executive Officer could become part of the succession planning process
and that it is in the best interests of the company to make this determination
from time to time.

Following the filing of this amended Form 10-K, the Company is

seeking
to fill vacancies in its Board of Directors. It is not known at this time
whether the new Chief Executive Officer would also serve as Chairman of the
Board.

Code of

Ethics

As a
smaller reporting company, we have not adopted a written code of ethics. In the
future, the Company may adopt a written code of ethics that applies to the
Companys executive officers which would be designed to deter wrongdoing and to
promote:

7

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| |   |                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Honest and ethical conduct, including the ethical handling of actual
 or apparent conflicts of interest between personal and professional
 relationships;                                        
| |   |                                                                                                                                                                                                  
| |  | Full, fair, accurate, timely and understandable disclosure in reports
 and documents that the Company files with, or submits to, the SEC and in
 other public communications made by the Company;
| |   |                                                                                                                                                                                                  
| |  | Compliance with applicable governmental law, rules and

regulations;                                                                                                                             
| |   |                                                                                                                                                                                                  
| |  | The prompt internal reporting of violations of the code of ethics to
 an appropriate pre-identified person; and                                                                                  
| |   |                                                                                                                                                                                                  
| |  | Accountability for adherence to the code of ethics.                                                                                                                                              

Compliance with Section 16(a) of the Exchange
Act

Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers
and directors, and persons who own more than ten percent of a registered class
of our equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the Commission). Officers,
directors and greater than ten percent stockholders are required by the
Commissions regulations to furnish us with copies of all Section 16(a) forms
they file. During fiscal 2011, none of our officers, directors or 10% or
greater stockholders filed any forms late to the best of our knowledge, except
that Messrs. Berndt and Smith each filed one Form 4 late.

Item 11. Executive Compensation.

The following table sets forth the overall compensation earned over the
fiscal year ended December 31, 2011 and 2010 by (1) each person who served as
the principal executive officer of the company during fiscal year 2011; (2) the
companys most highly compensated (up to a maximum of two) executive officers
as of December 31, 2011 with compensation during fiscal year 2011 of $100,000
or more; and (3) those two individuals, if any, who would have otherwise been
in included in section (2) above but for the fact that they were not serving as
an executive of the company as of December 31, 2011.

8

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|                                       |  |              |      |             |   |            |  |               |         |                         |  |                                                |  |                                                    |     |                                     |   |           |  |   |     |  |   |     |  |   |         | 
|-------------------------------------- |  | ------------ | ---- | ----------- | - | ---------- |  | ------------- | ------- | ----------------------- |  | ---------------------------------------------- |  | -------------------------------------------------- | --- | ----------------------------------- | - | --------- |  | - | --- |  | - | --- |  | - | ------- | 
|                                       |  |              |      |             |   |            |  |               |         | Salary Compensation     |  |                                                |  |                                                    |     |                                     |  
|                                       |  |              |      |             |   |            |  |               |         |                         |  |                                                |  |                                                    |     |                                     |  
|Name and
 Principal
 Position          |  | Fiscal
 Year |      | Salary
 ($) |   | Bonus
 ($) |  | Stock
 Awards |         | Options
 Awards
 ($)(1) |  | Non-Equity
 Incentive
 Plan
 Compensation
 ($) |  | Nonqualified
 Deferred
 Compensation
 Earnings ($) |     | All Other
 Compensation
 ($) (2)(3) |   | Total ($) | 
|                                       |  |              |      |             |   |            |  |               |         |                         |  |                                                |  |                                                    |     |                                     |   |           | 
|Frederick C. Berndt                    |  |              | 2011 |             | $ | 196,000    |  | $             | -0-     |                         |  | N/A                                            |  |                                                    | N/A |                                     | $ | -0-       |  | $ | -0- |  | $ | -0- |  | $ | 196,000 | 
|Chief Executive Officer, President (4) |  |              | 2010 |             | $ | 196,000    |  | $             | 135,000 |                         |  | N/A                                            |  |                                                    | N/A |                                     | $ | -0-       |  | $ | -0- |  | $ | -0- |  | $ | 331,000 | 
|                                       |  |              |      |             |   |            |  |               |         |                         |  |                                                |  |                                                    |     |                                     |   |           |  |   |     |  |   |     |  |   |         | 
|Daniel T. Lapp                         |  |              | 2011 |             | $ | 105,000    |  | $             | -0-     |                         |  | N/A                                            |  |                                                    | N/A |                                     | $ | -0-       |  | $ | -0- |  | $ | -0- |  | $ | 105,000 | 
|Chief Financial Officer (4)            |  |              | 2010 |             | $ | 105,000    |  | $             | 65,000- |                         |  | N/A                                            |  |                                                    | N/A |                                     | $ | -0-       |  | $ | -0- |  | $ | -0- |  | $ | 170,000 | 
|                                       |  |              |      |             |   |            |  |               |         |                         |  |                                                |  |                                                    |     |                                     |   |           |  |   |     |  |   |     |  |   |         | 
|Gary R. Smith                          |  |              | 2011 |             | $ | 250,000    |  | $             | -0-     |                         |  | N/A                                            |  |                                                    | N/A |                                     | $ | -0-       |  | $ | -0- |  | $ | -0- |  | $ | 250,000 | 
|Chief Operating Officer (4)            |  |              | 2010 |             | $ | 250,000    |  | $             | -0-     |                         |  | N/A                                            |  |                                                    | N/A |                                     | $ | -0-       |  | $ | -0- |  | $ | -0- |  | $ | 250,000 | 

N/A Not applicable.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | ASC
 718 requires the company to determine the overall value of the options as of
 the date of grant based upon the Black-Scholes method of valuation, which
 number is reflected in the table above, and to then expense that value over
 the service period over which the options become exercisable (vest). As a
 general rule, for time-in-service-based options, the company will immediately
 expense any option or portion thereof which is vested upon grant, while
 expensing the balance on a pro rata basis over the remaining vesting term of
 the option. For a description ASC 718 and the assumptions used in determining
 the value of the options under the Black-Scholes model of valuation, see the
 notes to the financial statements included with this Form 10-K.                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Includes
 all other compensation not reported in the preceding columns, including (i)
 perquisites and other personal benefits, or property, unless the aggregate
 amount of such compensation is less than $10,000; (ii) any gross-ups or
 other amounts reimbursed during the fiscal year for the payment of taxes;
 (iii) discounts from market price with respect to securities purchased from
 the company except to the extent available generally to all security holders
 or to all salaried employees; (iv) any amounts paid or accrued in connection
 with any termination (including without limitation through retirement,
 resignation, severance or constructive termination, including change of
 responsibilities) or change in control; (v) contributions to vested and
 unvested defined contribution plans; (vi) any insurance premiums paid by, or
 on behalf of, the company relating to life insurance for the benefit of the
 named executive officer; and (vii) any dividends or other earnings paid on
 stock or option awards that are not factored into the grant date fair value
 required to be reported in a preceding column.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | Includes
 compensation for service as a director described under Director Compensation,
 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(4) | During
 fiscal 2011, Frederick C. Berndt, Daniel T. Lapp and Gary R. Smith received
 $65,333, $61,250, and $208,333 of their salary and accrued $130,667, $43,750,
 and $41,667 of their salary, respectively, which amounts are set forth in the
 Companys accounts payable at December 31, 2011. See Item 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

No
outstanding common share purchase option or other equity-based award granted to
or held by any named executive officer in 2011 were re-priced or otherwise
materially modified, including extension of exercise periods, the change of vesting or
forfeiture conditions, the change or elimination of applicable performance
criteria, or the

9

---



change
of the bases upon which returns are determined, nor was there any waiver or
modification of any specified performance target, goal or condition to payout.

For
a description of the material terms of any contract, agreement, plan or other
arrangement that provides for any payment to a named executive officer in
connection with his or her resignation, retirement or other termination, or a
change in control of the company see Employment Agreements.

Executive Officer Outstanding Equity Awards At Fiscal
Year-End

The
following table provides certain information concerning any common share
purchase options, stock awards or equity incentive plan awards held by each of
our named executive officers that were outstanding as of December 31, 2011.

|                    |  |                                                                         |         |                                                                           |  |                                                                                                        |  |                             |   |                          |   |                                                                  |  |                                                                     |            |                                                                                                                 |  |                                                                                                                           |  |  |   |  |  |   |  |  |   | 
|------------------- |  | ----------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | --------------------------- | - | ------------------------ | - | ---------------------------------------------------------------- |  | ------------------------------------------------------------------- | ---------- | --------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------- |  |  | - |  |  | - |  |  | - | 
|                    |  |                                                                         |         | Option Awards                                                             |  |                                                                                                        |  |                             |   |                          |   | Stock Awards                                                     |  |                                                                     |           
|                    |  |                                                                         |         |                                                                           |  |                                                                                                        |  |                             |   |                          |   |                                                                  |  |                                                                     |           
|Name                |  | Number of
 Securities
 Underlying
 Unexercised
 Options(#)
 Exercisable |         | Number of
 Securities
 Underlying
 Unexercised
 Options(#)
 Unexercisable |  | Equity
 Incentive Plan
 Awards:
 Number of
 Securities
 Underlying
 Unexercised
 Unearned
 Options (#) |  | Option
 Exercise
 Price ($) |   | Option
 Expiration
 Date |   | Number of
 Shares or
 Units of
 Stock That
 Have Not
 Vested (#) |  | Market
 Value of
 Shares or
 Units of
 Stock That
 Have Not
 Vested |            | Equity
 Incentive
 Plan
 Awards:
 Number
 of
 Unearned
 Shares,
 Units or Other
 Rights
 That Have
 Not
 Vested |  | Equity
 Incentive Plan
 Awards:
 Market or
 Payout Value of
 Unearned
 Shares,Units or
 Other Rights
 That HaveNot Vested | 
|                    |  |                                                                         |         |                                                                           |  |                                                                                                        |  |                             |   |                          |   |                                                                  |  |                                                                     |            |                                                                                                                 |  |                                                                                                                           | 
|Frederick C. Berndt |  |                                                                         |        |                                                                           |  |                                                                                                       |  |                             |  |                          | $ |                                                                 |  |                                                                     |           |                                                                                                                 |  |                                                                                                                          |  |  |  |  |  |  |  |  |  | 
|                    |  |                                                                         |         |                                                                           |  |                                                                                                        |  |                             |   |                          |   |                                                                  |  |                                                                     |            |                                                                                                                 |  |                                                                                                                           |  |  |   |  |  |   |  |  |   | 
|Daniel T. Lapp      |  |                                                                         |        |                                                                           |  |                                                                                                       |  |                             |  |                          | $ | __                                                               |  |                                                                     |           |                                                                                                                 |  |                                                                                                                          |  |  |  |  |  |  |  |  |  | 
|                    |  |                                                                         |         |                                                                           |  |                                                                                                        |  |                             |   |                          |   |                                                                  |  |                                                                     |            |                                                                                                                 |  |                                                                                                                           |  |  |   |  |  |   |  |  |   | 
|Gary R. Smith       |  |                                                                         | 100,000 |                                                                           |  |                                                                                                       |  |                             |  |                          | $ | 3.00                                                             |  |                                                                     | 06/30/2012 |                                                                                                                 |  |                                                                                                                          |  |  |  |  |  |  |  |  |  | 

Employment Agreements

Each of the following
executive officers is a party to an employment agreement with the company.

|                    |  |  |                                     |  |                     |         |            |  |    |  
|------------------- |  |  | ----------------------------------- |  | ------------------- | ------- | ---------- |  | -- | -
|Name                |  |  | Position                            |  | Annual
 Salary
 (1) |         | Bonus
 (1) | 
|                    |  |  |                                     |  |                     |         |            | 
|                    |  |  |                                     |  |                     |         |            |  |    |  
|Frederick C. Berndt |  |  | Chief Executive Officer,
 President |  | $                   | 196,000 |            |  | (1 | )
|                    |  |  |                                     |  |                     |         |            |  |    |  
|Daniel T. Lapp      |  |  | Chief Financial Officer             |  | $                   | 105,000 |            |  | (1 | )
|                    |  |  |                                     |  |                     |         |            |  |    |  
|Gary R. Smith       |  |  | Chief Operating Officer             |  | $                   | 250,000 |            |  | (1 | )

|    |                                                                                     
|--- | ------------------------------------------------------------------------------------
|(1) | Future bonuses each year
 will be at the discretion of the Board as described below.

The
Company entered into employment contracts as of November 11, 2007 with each of
Frederick C. Berndt and Daniel T. Lapp. The term of each contract was scheduled
to terminate on the close of business on December 31, 2012. Gary R. Smith
entered into a three year employment contract on March 1, 2009 and his contract
was

10

---



scheduled
to expire on March 1, 2012. Mr. Berndts contract provides for him to act as
the Chief Executive Officer of the company. Mr. Lapps contract provides for
him to serve as the Chief Financial Officer of the company. Mr. Smiths
contract provides for him to serve as the Chief Operating Officer upon the
filing of this amended Form 10-K. Messrs. Berndt and Lapp have each resigned
from the Board of Directors and as executive officers of the Company and their
employment contracts have ceased and may be replaced with independent
consulting contracts. Mr. Smith will serve as Interim Chief Executive Officer
until his successor is elected and shall qualify. Mr. Smiths employment
agreement is expected to be extended on a month-to-month basis. The following
summarizes the employment agreement of Messrs. Berndt, Lapp and Smith which
were in effect for the past several years:

The
employment contracts provide for essentially the same terms and conditions
except as otherwise noted herein. The base annual salaries of Messrs. Berndt,
Lapp and Smith were $196,000, $105,000 and $250,000, respectively, plus bonuses
in the discretion of the Company. Mr. Smith continues to receive an annual
salary at the rate of $250,000. Each agreement provides for indemnification to
the fullest extent permitted by law. Each executive may be terminated for cause
after providing the executive with 30 days prior written notice. The executive
may terminate his employment contract after providing the company with 30 days
prior written notice upon the occurrence of one of the following events:
(i)failure of the company to elect the executive or to reappoint the executive
to his current job title;(ii)Any material change by the company in executives
functions, duties and responsibilities;(iii)The liquidation, consolidation or
merger (including assumption of control by other parties) of the company or
transfer of all or substantially all of the companys assets unless such
consolidation, merger or business consolidation does not adversely affect
executives position or the dignity of responsibility of executive, executives
judgment; and(iv)Any material breach of the agreement by the company.

In
the event that agreement is terminated other than for cause, the company shall
pay a lump sum on the date of termination, severance compensation to the
executive in an amount equal to the sum of executives salary and bonus paid in
the prior fiscal year. In the event the employment contract expires and the
executive is not rehired in the same position under the terms and conditions of
a new executive employment agreement mutually acceptable to the parties or in
the event executive dies or becomes disabled, the company shall pay in lump sum
on the date of termination severance compensation in an amount equal to the sum
of executives salary and bonus paid in the prior fiscal year. In addition,
executive (except in the case of his death) shall be entitled to continue
health benefits for a period of 18 months or until the executive is employed
full time with another employer. In the event of a reorganization, merger of
consolidation where the company is not the surviving corporation or in the case
of a sale or transfer of all or substantially all of the assets of the company,
then all of executives options to purchase common stock of the company
outstanding at the time of the event and which were granted six months or more
prior to the event, shall immediately become exercisable in full and, upon the
election of the executive given to the company within 180 days of the event,
and the company shall repurchase for cash all or any part of the options as
specified in the written election at a price per share equal to the difference
between the fair market value of the companys stock on the execution date and
the option exercise price per share. See Item 13 to Notes to Consolidated
Financial Statements for a discussion of certain transactions between the
Company and Mr. Berndt.

The
Company has agreed to pay to Mr. Schloss for his time and services as Interim
Chief Financial Officer and to reimburse him for his out-of-pocket expenses.
The amount of monies paid to Mr. Schloss in 2012 is not expected to exceed
$60,000.

DIRECTOR COMPENSATION

Stock Options/Warrants

Stock
options and equity compensation awards to our non-employee / non-executive
directors are at the discretion of the Board. On July 22, 2009, three year
options to purchase 100,000 shares exercisable at a price of $3.00 per share
were granted to five directors, namely, Gary R. Smith and four non-employee /
non-executive directors. These persons included John D. Lane, who is currently
a director of the Company, and three former directors, namely, Phil E. Pearce,
Dennis Nash and Glen Schaffert. The Company recorded $200,205 of compensation
expense relating to these options as of December 31, 2009.

In February 2012, the Company granted to each of E. Jamie Schloss and
Antonio Marquez warrants to purchase 50,000 shares of the Companys Common
Stock at an exercise price of $5.00 per share over a term of five years. Mr.
Marquez is affiliated with a company which acts as a consultant to the Company.
This entity received options to

11

---



purchase
200,000 shares of the Companys Common Stock exercisable at $5.00 per share
over a period of three years. The options vest 100,000 upon signing and 50,000
at the end of each one-year anniversary of the date of the contract.

Cash Compensation

Each of our
non-employee / non-executive directors is eligible to receive a fee of $2,500
quarterly to be paid for attending each Board meeting. In addition, each
non-employee/non-executive director also receives $3,000 for each annual in
person meeting attended.

Travel Expenses

All directors
shall be reimbursed for their reasonable out of pocket expenses associated with
attending the meeting.

Director Compensation

The following
table shows the overall compensation earned for the 2011 fiscal year with
respect to each non-employee and non-executive director. It should be noted
that the stock awards required transfer of shares to the named directors from
principal stockholders of the company.

|                                |  |                                     |        |                        |   |                          |  |                                                     |  |                                                    |   |                                       |  |           |   |  |   |   |  |   |        | 
|------------------------------- |  | ----------------------------------- | ------ | ---------------------- | - | ------------------------ |  | --------------------------------------------------- |  | -------------------------------------------------- | - | ------------------------------------- |  | --------- | - |  | - | - |  | - | ------ | 
|                                |  | DIRECTOR COMPENSATION               |       
|                                |  |                                     |       
|Name and Principal
 Position    |  | Fees
 Earned
 or Paid
 in Cash
 ($) |        | Stock
 Awards ($)
 (4) |   | Option
 Awards
 ($)
 (1) |  | Non-Equity
 Incentive 
 Plan
 Compensation
 ($) (2) |  | Nonqualified
 Deferred
 Compensation
 Earnings ($) |   | All Other
 Compensation
 ($)
 (3) (4) |  | Total ($) |  
|                                |  |                                     |        |                        |   |                          |  |                                                     |  |                                                    |   |                                       |  |           |  
|John D. Lane, director          |  | $                                   | 10,000 |                        | $ |                         |  | $                                                   |  |                                                    | $ |                                      |  | $         |  |  | $ |  |  | $ | 10,000 | 
|                                |  |                                     |        |                        |   |                          |  |                                                     |  |                                                    |   |                                       |  |           |   |  |   |   |  |   |        | 
|Dennis A. Nash, former director |  | $                                   | 5,000  |                        | $ |                         |  | $                                                   |  |                                                    | $ |                                      |  | $         |  |  | $ |  |  | $ | 5,000  | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | ASC 718 requires the company to determine the overall value of the
 options as of the date of grant based upon the Black-Scholes method of
 valuation, and to then expense that value over the service period over which
 the options become exercisable (vest). The table above reflects the full
 value of the options granted for the year of grant. As a general rule, for
 time-in-service-based options, the company will immediately expense any
 option or portion thereof which is vested upon grant, while expensing the
 balance on a pro rata basis over the remaining vesting term of the option.
 For a description ASC 718 and the assumptions used in determining the value
 of the options under the Black-Scholes model of valuation, see the notes to
 the financial statements included with this Memorandum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Excludes awards or earnings reported in preceding columns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Includes all other compensation not reported in the preceding
 columns, including (i) perquisites and other personal benefits, or property,
 unless the aggregate amount of such compensation is less than $10,000; (ii)
 any gross-ups or other amounts reimbursed during the fiscal year for the
 payment of taxes; (iii) discounts from market price with respect to
 securities purchased from the company except to the extent available
 generally to all security holders or to all salaried employees; (iv) any
 amounts paid or accrued in connection with any termination (including without
 limitation through retirement, resignation, severance or constructive
 termination, including change of responsibilities) or change in control; (v)
 contributions to vested and unvested defined contribution plans; (vi) any
 insurance premiums paid by, or on behalf of, the company relating to life
 insurance for the benefit of the director; (vii) any consulting fees earned,
 or paid or payable; (viii) any annual costs of payments and promises of
 payments pursuant to a director legacy program and similar charitable awards
 program; and (ix) any dividends or other earnings paid on stock or option
 awards that are not factored into the grant date fair value required to be reported
 in a preceding column.

12

---



Personal Loans from John D. Lane

On August 5, 2011, John D. Lane, a director of the Company, made a
$100,000 loan to the Company. This loan is repayable on demand with interest at
the rate of 6% per annum. Mr. Lane also received warrants to purchase 100,000
shares of common stock, exercisable at $3.00 per share over a period of three
years as partial consideration for this loan and a prior loan to the Company
that was previously paid back. On August 11, 2011 and on August 19, 2011, the
Board of Directors approved receiving an additional $68,000 loan from Mr. Lane
on the same terms and conditions as the prior loan described above, except that
Mr. Lane received a Promissory Note in the amount of $68,000 and Warrants to
purchase 40,000 shares of Common Stock, exercisable at $3.00 per share over a
period of three years as partial consideration for each new loan. In summary,
Mr. Lane has loaned the Company $236,000 and received Warrants to purchase
180,000 shares of Common Stock. These loans have not been repaid as of the
filing date of this amended Form 10-K and the aforementioned Warrants have not
been exercised and they are not included in the discussion above pertaining to
directors compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

Prior to the filing date of this amended Form 10-K, Frederick C. Berndt
entered into an agreement to transfer to John D. Lane his 11,000,000 shares of
Series A Preferred Stock which have the voting rights of an equivalent number
of shares of Common Stock. The agreement also provided for Mr. Berndt to return
2,000,000 shares of Common Stock owned by him to the Companys treasury in
exchange for five-year warrants to purchase 2,000,000 shares of the Companys
Common Stock, exercisable at $5.00 per share, with cashless exercise provisions
provided that the Companys Common Stock is trading on an Exchange, NASDAQ or
the Over-the-Counter Market at a price of at least $15 per share. Effective
with Mr. Berndts return of 2,000,000 shares of Common Stock to the Companys
treasury, the Company has issued and outstanding 17,991,238 shares of Common
Stock and 11,000,000 shares of Series A Preferred Stock which have no rights
and preferences other than the right to vote equivalent to shares of Common
Stock, except as otherwise provided by applicable Delaware law. The following
table sets forth information regarding the beneficial ownership of Companys
Common Stock as of April 27, 2012 by:

| |   |                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------
| |  | each of our
 stockholders who is known by us to beneficially own more than 5% of our
 common stock;
| |  | each of the
 companys executive officers; and                                                     
| |  | each of the
 companys directors.                                                                  

Beneficial ownership is determined based on the rules and regulations of
the Commission. A person has beneficial ownership of shares if the individual
has the power to vote and/or dispose of shares. This power can be sole or
shared, and direct or indirect. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of common
stock subject to options or warrants held by that person are counted as
outstanding. These shares, however, are not counted as outstanding for the
purposes of computing the percentage ownership of any other person. Except as
indicated in the footnotes to this table and pursuant to applicable community
property laws, each stockholder named in the table has sole voting and
dispositive power with respect to the shares set forth opposite that stockholders
name.

13

---



|                                                        |  |                          |           |                                                    |  |                                                  |  |                                             |            |                       |  |                                   |  |  |            |  |  |      | 
|------------------------------------------------------- |  | ------------------------ | --------- | -------------------------------------------------- |  | ------------------------------------------------ |  | ------------------------------------------- | ---------- | --------------------- |  | --------------------------------- |  |  | ---------- |  |  | ---- | 
|Name of
 Beneficial Owner                               |  | Shares of
 Common
 Stock |           | % of Shares
 of Common
 Stock
 Beneficially
 Owned |  | Shares of
 Preferred
 Stock
 Beneficially
 Owned |  | % of
 Preferred
 Stock
 Beneficially
 Owned |            | Combined Voting Stock |  | % of
 Combined
 Voting
 Stock (7) | 
|                                                        |  |                          |           |                                                    |  |                                                  |  |                                             |            |                       |  |                                   | 
|                                                        |  |                          |           |                                                    |  |                                                  |  |                                             |            |                       |  |                                   |  |  |            |  |  |      | 
|Frederick C. Berndt (1)                                 |  |                          | 3,089,000 |                                                    |  | 15.5                                             |  |                                             | __         |                       |  | __                                |  |  | 3,089,000  |  |  | 10.0 | 
|Daniel T. Lapp (2)                                      |  |                          | 350,000   |                                                    |  | 1.9                                              |  |                                             |           |                       |  |                                  |  |  | 350,000    |  |  | 1.2  | 
|Gary R. Smith (3)                                       |  |                          | 267,000   |                                                    |  | 1.5                                              |  |                                             |           |                       |  |                                  |  |  | 267,000    |  |  | 0.9  | 
|John Lane (4)                                           |  |                          | 981,000   |                                                    |  | 5.4                                              |  |                                             | 11,000,000 |                       |  | 100                               |  |  | 11,981,000 |  |  | 40.9 | 
|E. Jamie Schloss (5)                                    |  |                          | 167,843   |                                                    |  | .9                                               |  |                                             |           |                       |  |                                  |  |  | 167,843    |  |  | .6   | 
|Antonio Marquez (6)                                     |  |                          | 330,000   |                                                    |  | 1.9                                              |  |                                             | __         |                       |  | __                                |  |  | 330,000    |  |  | 1.2  | 
|All officers and directors as a group (six persons) (7) |  |                          | 5,184,000 |                                                    |  | 25.0                                             |  |                                             | 11,000,000 |                       |  | 100                               |  |  | 15,184,000 |  |  | 47.8 | 
|5% Shareholders                                         |  |                          |           |                                                    |  |                                                  |  |                                             |            |                       |  |                                   |  |  |            |  |  |      | 
|Clayton Livengood and Susan Livengood                   |  |                          | 1,470,000 |                                                    |  | 7.7                                              |  |                                             |           |                       |  |                                  |  |  | 1,470,000  |  |  | 5.0  | 

|    |                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes
 Warrants to purchase 2,000,000 shares of Common Stock and 1,089,000 shares of
 Common Stock.                                                                   
|(2) | Includes
 shares held in a family trust.                                                                                                                                 
|(3) | Includes
 options to purchase 100,000 common shares.                                                                                                                     
|(4) | Includes
 options and warrants to purchase 281,000 shares of common stock.                                                                                               
|(5) | Includes
 options to purchase 50,000 shares owned by him and warrants to purchase
 107,843 shares owned by Surge Global Energy in which Mr. Schloss is a control
 person.
|(6) | Includes
 options and warrants to purchase 250,000 shares of common stock.                                                                                               
|(7) | Includes
 options/warrants to purchase 2,788,843 shares.                                                                                                                 

Securities Authorized for Issuance under
Equity Compensation Plans

We have no compensation plans to issue equity securities. However, on
July 22, 2009, we granted to our officers and Directors options to purchase an
aggregate of 500,000 shares of Common Stock exercisable at $3.00 per share over
a term of three years ending July 22, 2012. The fair value of the options of
$200,205 was charged to current period operations.

Item 13. Certain Relationships, Related Transactions and Director
Independence.

14

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Director Independence

John D.
Lane, E. Jamie Schloss and Antonio Marquez may each be considered an
independent director under Rule 10-A.3 of the Exchange Act on the filing date
of this amended Form 10-K. Mr. Schloss may be deemed to be a Financial
Expert. The term Financial Expert is defined as a person who has the
following attributes: an understanding of generally accepted accounting
principles and financial statements; has the ability to assess the general
application of such principals in connection with the accounting for estimates,
accruals and reserves; experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by the companys
financial statements, or experience actively supervising one or more persons
engaged in such activities; an understanding of internal controls and
procedures for financial reporting; and an understanding of audit committee
functions. Since Mr. Schloss is anticipated to become Interim Chief Financial
Officer of the Company after the filing of this amended Form 10-K, at that time
he will no longer be deemed to be an independent director.

Certain Transactions

The Company
hereby incorporates by reference the information contained in the Companys
Form 10-K for its fiscal year ended December 30, 2010 for a description of
affiliated and non-affiliated transactions with the Company since its inception
to the filing date of the 2010 Form 10-K with the Securities and Exchange
Commission.

Convertible Notes Payable

During the
year ended December 31, 2011 the Company issued an aggregate of $550,000 in
unsecured Convertible Promissory Notes that mature from December 31, 2011 to
March 8, 2012. The Promissory Notes bear interest at a rate of 11% per annum
and will be convertible into 183,333 shares of the Companys common stock, at a
conversion rate of $3.00 per share. Interest can also be converted into common
stock at the conversion rate of $3.00 per share. In connection with the
issuance of the Convertible Promissory Notes, the Company issued 267,500
warrants to purchase the Companys common stock from $3.00 to $7.50 per share
over 2 to 3 years. All Notes are currently past due, although the lenders have
not made any demand for payment.

In
connection with the issuance of the promissory notes, the Company issued
detachable warrants granting the holder the right to acquire an aggregate of
267,500 shares of the Companys common stock from $3.00 to $7.50 per share. The
warrants expire two to three years from the issuance. In accordance with ASC
470-20, the Company recognized the value attributable to the warrants in the
amount of $188,955 to additional paid in capital and a discount against the
note. The Company valued the warrants in accordance with ASC 470-20 using the
Black-Scholes pricing model and the following assumptions: contractual terms of
2 to 3 years, an average risk free interest rate of 0.31% to 0.50%, a dividend
yield of 0%, and volatility of 108% to 129.65%. The debt discount attributed to
the value of the warrants issued is amortized over the notes maturity period
as interest expense. See Note 8 to Notes to Consolidated Financial
Statements.

Related Party Transactions

During the
year ended December 31, 2011, Frederick C. Berndt loaned the Company $148,427
for working capital purposes. These advances are short term, non-interest bearing
and due upon demand. As described in Item 3  Legal Proceedings, William L.
Miller commenced a legal action against the Company seeking repayment of
approximately $81,000 from credit card charges allegedly incurred by Mr. Berndt
utilizing Mr. Millers credit. As Mr. Berndt has agreed to indemnify the
Company from any liabilities that may be owed by the Company to Mr. Miller,
approximately $81,000 of additional loans owed by the Company to Mr. Berndt
have been re-characterized in the Companys financial statements as an accounts
payable due to Mr. Miller, reducing the balance owed to Mr. Berndt to $67,427.
To the extent any monies are paid by Mr. Berndt directly to Mr. Miller, the
amount owed to Mr. Berndt would be adjusted upward. See Note 9 to the Notes to
Consolidated Financial Statements. During fiscal 2011, Frederick C. Berndt,
Daniel T. Lapp and Gary R. Smith received $65,333, $61,250, and $208,333 of
their salary and accrued $130,667, $43,750, and $41,667 of their salary,
respectively, which amounts are set forth in the

15

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Companys accounts payable at
December 31, 2011. During January 2012, Mr. Smith received one month salary
accrual pertaining to 2011. Except for the foregoing payment to Mr. Smith, as
of the filing date of this Form 10-K/A executive officers of the Company have
not been paid the salary accruals and they have not received any cash
compensation for 2012. Payments to our executive officers for monies owed to
them are subject to future adjustments.

In August
2011, John D. Lane, a director of the Company, made interest bearing loans at
the rate of 6% per annum, which loans are unsecured and payable on demand in
the amount of $236,000. In connection with these loans, the Company issued
detachable three year warrants granted Mr. Lane the right to acquire an
aggregate of 180,000 shares of the Company Common Stock at $3.00 per share. See
Note 9 to the Notes to Consolidated Financial Statements.

In May
2011, the Company borrowed $50,000 from the father of our Chief Executive
Officer and a third party. This loan is payable on demand with interest at the
rate of 9% per annum. An additional $20,000 was borrowed on November 21, 2011
from a third party that the Company does business with. This loan is payable on
demand together with interest at the rate of 9% per annum.

Repurchase of Treasury Stock

In November
2010, the Company advanced $53,519 to acquire shares of the Companys Common
Stock. An additional $55,000 was paid by the Company to the stockholder during
the year ended December 31, 2011. As of the filing date of this amended Form
10-K, the Company has not received the certificates for cancellation. This
shareholder has commenced a legal proceeding against the Company to repurchase
his entire investment of $400,000, which preceding is described under Item 3
of the Companys Form 10-K for the fiscal year ended December 31, 2011.

Common Stock Transactions

Between
August 2009 and February 2010, the Company has received net proceeds of
$10,253,069, through the subscription for common stock consisting of 3,977,333
shares of common stock and 1,988,667 warrants. All common shares subscribed
were issued during the year ended December 31, 2010. Between April and May
2011, the Company received additional gross proceeds of $225,000 from the sale
of 45,000 shares of Common Stock at $5.00 per share and two year Warrants to
purchase 22,500 shares, exercisable at $7.50 per share from date of issuance
through June 30, 2013. Between July 2011 and December 2011, the Company
received $270,000 from the sale of 90,000 shares of common stock at $3.00 per
share and Warrants to purchase 90,000 shares, exercisable at $5.00 per share
from two years from the date of issuance. The 90,000 shares of common stock
have not been issued as of December 31, 2011 and were accounted for as common
stock subscription payable, which have been issued March 20, 2012. See Note 10
to the Notes to Consolidated Financial Statements.

Common Stock Purchase Options/Warrants

During the
year ended December 31, 2011, the Company granted an aggregate of 900,000
non-employee stock options in connection services rendered at the exercise
prices of $3.00 to $5.00 per share. See Note 11 to the Notes to Consolidated
Financial Statements.

In February
2012, the Company granted warrants to purchase 50,000 shares of the Companys
Common Stock, exercisable at $5.00 per share, over a term of five years to each
of Antonio Marquez and E. Jamie Schloss. Also, in February 2012, the Company entered
into a consulting agreement with a company controlled by Mr. Marquez pursuant
to which options to purchase 200,000 shares of the Companys Common Stock were
granted, exercisable at $5.00 per share over a term of three years.

16

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Resignations of Certain Officers and Directors

On April 9,
2012, the Company entered into an agreement with its Chief Executive Officer,
Frederick C. Berndt, and with its Chief Financial Officer, Daniel T. Lapp, for
them to resign as executive officers and directors of the Company following
shortly after the filing of this amendment to the Form 10-K. Gary R. Smith,
Chief Operating Officer and a director, has tentatively agreed to act as
interim Chief Executive Officer and continue as a consultant after a replacement
is hired, if the Company requests. E. Jamie Schloss, a director of the Company,
has tentatively agreed to serve as interim Chief Financial Officer. As both of
these appointments are expected to be for a short term, the success of the
Company and its ability to pursue its business strategy will depend upon the
successful recruitment and retention of highly skilled and experienced
managerial, marketing and technical personal. We can provide no assurances that
such personnel will be obtained by us on terms satisfactory to us, if at all.

On April 9,
2012, Mr. Berndt in connection with the resignations described in the preceding
paragraph agreed to transfer his 11,000,000 shares of Series A Preferred Stock
to John D. Lane. Mr. Berndt also agreed to return to treasury of the Company,
2,000,000 shares of Common Stock owned by him in exchange for Warrants to
purchase 2,000,000 shares of Common Stock, exercisable over a term of five
years at $5.00 per share. The Warrants provide for a cashless exercise of same
in the event the Companys Common Stock is exercised at a time when the
Companys Common Stock is trading on NASDAQ, Exchange or Over-the-Counter
Market at a price of at least $15.00 per share. This Form 10-K/A gives effect
to the transfer of the aforementioned securities from Mr. Berndt to the parties
described herein.

Item 14. Principal Accountant Fees and Services.

RBSM LLP
has served as our independent auditors for the past two fiscal years.

The
following table presents aggregate fees for professional services rendered by
our independent registered public accounting firm, RBSM LLP for the audit of
our annual consolidated financial statements for the years ended
December 31, 2011 and 2010.

|                         |  |                         |         |      |   |         | 
|------------------------ |  | ----------------------- | ------- | ---- | - | ------- | 
|                         |  | Year Ended December 31, |        
|                         |  |                         |        
|                         |  | 2011                    |         | 2010 |  
|                         |  |                         |         |      |  
|Audit fees
 (1) (4)      |  | $                       | 138,501 |      | $ | 262,344 | 
|Audit-
 related fees (2) |  |                         | 19,123  |      |   | 36,163  | 
|Tax fees (3)             |  |                         |        |      |   |        | 
|All other
 fees          |  |                         |        |      |   |        | 
|                         |  |                         |         |      |   |         | 
|Total fees (4)           |  | $                       | 157,624 |      | $ | 298,507 | 

|    |                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Audit fees are comprised of annual audit fees, quarterly review fees
 and accounting consultation fees.                                                               
|(2) | Audit-related fees for fiscal years 2011 and 2010 are comprised of
 EDGAR and XBRL fees related to filing SEC Forms 10-K, 10-Q and all other SEC
 filing requirements.
|(3) | Tax fees are comprised of tax compliance, preparation and
 consultation fees.                                                                                         

The
foregoing table does not reflect waiver of $58,268 which pertains to the
Companys audit for fiscal 2010. As of the filing date of this Form 10-K/A, the
Company owes RBSM LLP a total of approximately $87,200 which includes an audit
fee of $35,000 for the year ended December 31, 2011, which fee was accrued in
the quarter ended March 31, 2012.

17

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Policy on Board Pre-Approval of Services of
Independent Registered Public Accounting Firm

Our
Board has responsibility for appointing, setting compensation and overseeing
the work of the independent registered public accounting firm. In recognition
of this responsibility, the Board has established a policy to pre-approve all
audit and permissible non-audit services provided by the independent registered
public accounting firm. Prior to engagement of the independent registered
public accounting firm for the following years audit, management will submit
to the Board for approval a description of services expected to be rendered
during that year for each of following categories of services:

Audit
services include audit work performed in the
preparation and audit of the annual financial statements, review of quarterly
financial statements, reading of annual, quarterly and current reports, as well
as work that generally only the independent auditor can reasonably be expected
to provide, such as the provision of consents and comfort letters in connection
with the filing of registration statements.

Audit-related
services are for assurance and related services that
are traditionally performed by the independent auditor, including due diligence
related to mergers and acquisitions and special procedures required to meet
certain regulatory requirements.

Tax
services consist principally of assistance with tax
compliance and reporting, as well as certain tax planning consultations.

Other
services are those associated with services not
captured in the other categories. We generally do not request such services
from our independent auditor.

Prior
to the engagement, the Board pre-approves these services by category of
service. The fees are budgeted, and the Board requires the independent
registered public accounting firm and management to report actual fees versus
the budget periodically throughout the year by category of service. During the
year, circumstances may arise when it may become necessary to engage the
independent registered public accounting firm for additional services not
contemplated in the original pre-approval. In those instances, the Board
requires specific pre-approval before engaging the independent registered
public accounting firm.

The
Board may delegate pre-approval authority to one or more of its members. The
member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the audit Board at its next
scheduled meeting.

None
of the services described above for 2011 or 2010 provided by RBSM LLP were
approved by the Board pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.

18

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Item 15. Exhibits and Financial Statement Schedules

(b)
Exhibits

The following exhibits were
previously filed under a Form S-1 Registration Statement, file No. 333-166149
unless otherwise noted:

|             |  |                        |                                                                                                                                                                                     
|------------ |  | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
 No. |  | Description of Exhibit
|             |  |                       
|             |  |                        |                                                                                                                                                                                     
|2.1          |  |                        | Agreement and Plan of
 Organization between Registrant and 11 Goods Energy, LTD.                                                                                                   
|             |  |                        |                                                                                                                                                                                     
|2.2          |  |                        | Corrections to Exhibit 2.1                                                                                                                                                          
|             |  |                        |                                                                                                                                                                                     
|3.1          |  |                        | Certification of
 Incorporation                                                                                                                                                     
|             |  |                        |                                                                                                                                                                                     
|3.2          |  |                        | By-Laws                                                                                                                                                                             
|             |  |                        |                                                                                                                                                                                     
|3.3          |  |                        | Certificate of Amendment
 to Certificate of Incorporation                                                                                                                           
|             |  |                        |                                                                                                                                                                                     
|3.4          |  |                        | Certificate of Designation                                                                                                                                                          
|             |  |                        |                                                                                                                                                                                     
|10.1         |  |                        | Employment Contract -
 Frederick C. Berndt                                                                                                                                          
|             |  |                        |                                                                                                                                                                                     
|10.2         |  |                        | Employment Contract -
 Daniel Lapp                                                                                                                                                  
|             |  |                        |                                                                                                                                                                                     
|10.3         |  |                        | Employment Contract -
 Aaron Harnar                                                                                                                                                 
|             |  |                        |                                                                                                                                                                                     
|10.4         |  |                        | Consulting Agreement with
 Clayton R. Livengood                                                                                                                                     
|             |  |                        |                                                                                                                                                                                     
|10.5         |  |                        | Employment Agreement -
 Gary R. Smith                                                                                                                                               
|             |  |                        |                                                                                                                                                                                     
|10.6         |  |                        | Finders Agreement -
 Jessup Lamont                                                                                                                                                 
|             |  |                        |                                                                                                                                                                                     
|10.7         |  |                        | Consulting Agreement with
 Capital Keys                                                                                                                                             
|             |  |                        |                                                                                                                                                                                     
|10.8         |  |                        | Consulting Agreement with
 California Strategies                                                                                                                                    
|             |  |                        |                                                                                                                                                                                     
|10.9         |  |                        | Office Lease dated April
 25, 2007 between the Registrant and Triad Realty, LLC, including a First
 Lease Amendment dated June 21, 2007 and a Second Amendment dated July 15,
 2009.
|             |  |                        |                                                                                                                                                                                     
|21.1         |  |                        | Subsidiary of Registrant                                                                                                                                                            
|             |  |                        |                                                                                                                                                                                     
|31.1         |  |                        | Principal Executive
 Officer Rule 13a-14(a)/15d-14(a) Certification (*)                                                                                                             
|             |  |                        |                                                                                                                                                                                     
|31.2         |  |                        | Principal Financial
 Officer Rule 13a-14(a)/15d-14(a) Certification (*)                                                                                                             
|             |  |                        |                                                                                                                                                                                     
|32.1         |  |                        | Principal Executive
 Officer and Principal Financial Officer Section 1350 Certification (*)                                                                                         

* Filed herewith.

19

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SIGNATURES

Pursuant
to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |                      |                                                                             
| | -------------------- | ----------------------------------------------------------------------------
| | 11 Good Energy, Inc.
| |                      |                                                                             
| | By:                  | /s/ Frederick C. Berndt                                                     
| |                      |                                                                             
| |                      | Frederick C. Berndt,
 Chairman of the Board and Principal
 Executive Officer

Dated: Canton, Ohio
April 27, 2012

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:

|                        |  |                                       |  |               
|----------------------- |  | ------------------------------------- |  | --------------
|Signatures              |  | Title                                 |  | Date          
|                        |  |                                       |  |               
|                        |  |                                       |  |               
|/s/ Frederick C. Berndt |  | Chairman of the Board                 |  | April 27, 2012
|                        |  | Principal Executive
 Officer          |  |               
|Frederick C. Berndt     |  |                                       |  |               
|                        |  |                                       |  |               
|/s/ Daniel T. Lapp      |  | Principal Financial
 Officer          |  | April 27, 2012
|                        |  | Secretary and Treasurer               |  |               
|Daniel T. Lapp          |  |                                       |  |               
|                        |  |                                       |  |               
|/s/ Gary R. Smith       |  | Director and Chief
 Operating Officer |  | April 27, 2012
|                        |  |                                       |  |               
|Gary R. Smith           |  |                                       |  |               
|                        |  |                                       |  |               
|/s/ John D. Lane        |  | Director                              |  | April 27, 2012
|                        |  |                                       |  |               
|John D. Lane            |  |                                       |  |               
|                        |  |                                       |  |               
|/s/ E. Jamie Schloss    |  | Director                              |  | April 27, 2012
|                        |  |                                       |  |               
|E. Jamie Schloss        |  |                                       |  |               
|                        |  |                                       |  |               
|/s/ Antonio Marquez     |  | Director                              |  | April 27, 2012
|                        |  |                                       |  |               
|Antonio
 Marquez        |  |                                       |  |               

The aforementioned directors
represent all the current members of the Board of Directors.

20

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