SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
Trulite, Inc.
(Name of Issuer)
Common Stock, Par Value $.0001 per share
(Title of Class of Securities)
897889101
(CUSIP Number)
STANDARD RENEWABLE ENERGY GROUP LLC
5 HOUSTON CENTER
1401 McKINNEY STREET, SUITE 900
HOUSTON, TX 77010-4035
(713) 888-0660
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 2007
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule
13D, and is filing this schedule because of 003F240.13d-1(e),
240.13d-1(f) or
240.13d-1(g), check the following box.
The information required on the remainder of this
cover page shall not be deemed
to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934
(the Act) or otherwise subject to the liabilities
of that section of the Act but
shall be subject to all other provisions of the Act
(however, see the Notes).
1
name of reporting person i.r.s. identification no. of above person
entities only)
Standard Renewable Energy Group, LLC FEIN: 20-4976442
2
check the appropriate box if a member of a group*
(A)
(B)
3
sec use only
4
source of funds*
OO/WC
5
check if disclosure of legal proceedings is required
pursuant to items 2(d) or
2(e)
6
citizenship or place of organization
Delaware
number of shares beneficially owned by each
Reporting person with
7
sole voting power
11,509,730*
8
shared voting power
0
9
sole dispositive power
11,509,730*
10
shared dispositive power
0
11
aggregate amount beneficially owned by each reporting person
11,509,730*
12
check box if the aggregate amount in row (11) excludes certain
shares*
13
percent of class represented by amount in row (11)
54.3%
14
type of reporting person*
HC
* On November 26, 2007 Standard Renewable Energy
Group LLC acquired an aggregate amount of 11,509,730
shares of common stock of Trulite, Inc. (the
"Issuer"), including: 1) 5,331,622 shares assigned from
Standard Renewable Energy, LP, formerly known as
NewPoint Energy Solutions, LP; 2) 2,400,000 unregistered
restricted shares purchased pursuant to a stock purchase
agreement; and 3)3,778,108 unregistered restricted shares
acquired pursuant to a debt-for-equity exchange.
1
name of reporting person i.r.s. identification no. of
above person (entities only)
SREG Manager, LLC FEIN: 20-4976412
2
check the appropriate box if a member of a group*
(A)
(B)
3
sec use only
4
source of funds*
OO
5
check if disclosure of legal proceedings is required
pursuant to items 2(d) or
2(e)
6
citizenship or place of organization
Delaware
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
11,509,730
8
shared voting power
0
9
sole dispositive power
11,509,730
10
shared dispositive power
0
11
aggregate amount beneficially owned by each reporting person
11,509,730
12
check box if the aggregate amount in row (11) excludes certain
shares*
13
percent of class represented by amount in row (11)
54.3%
14
type of reporting person
OO
1
name of reporting person i.r.s. identification no. of above
person (entities only)
William J. Berger
2
check the appropriate box if a member of a group*
(A)
(B)
3
sec use only
4
source of funds*
OO
5
check if disclosure of legal proceedings is required pursuant
to items 2(d) or
2(e)
6
citizenship or place of organization
United States of America
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
11,509,730
8
shared voting power
769,5701
9
sole dispositive power
11,509,730
10
shared dispositive power
769,5701
11
aggregate amount beneficially owned by each reporting person
12,279,300
12
check box if the aggregate amount in row (11) excludes certain shares*
13
percent of class represented by amount in row (11)
57.9%
14
type of reporting person*
IN
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock,
par value $.0001 per share (201CCommon Stock) of Trulite, Inc.,
a Delaware corporation the Issuer). The principal executive office
of the Issuer is located at 5 Houston Center, 1401 McKinney Street,
Suite 900, Houston, TX 77010-4035.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the Act),this Schedule 13D Statement is hereby filed by:
(i) Standard Renewable Energy Group, LLC (SREG),
a Delaware limited liability company;
(ii) SREG Manager, LLC (SREG Manager), a Delaware limited
liability company; and
(iii) William J. Berger, an individual residing in the state of
Texas. (collectively, referred to as the Reporting Persons)
(b) The business address of each of the Reporting Persons is
5 Houston Center, 1401 McKinney Street, Suite 900,
Houston, TX 77010-4035.
(c) Standard Renewable Energy Group, LLC was formed for the
purpose of investing in early-stage energy-related businesses.
SREG Manager is the managing member of SREG.
William J. Berger is the Chairman of the Board of Trulite, Inc.;
a member of the board of managers of SREG; and the
sole Manager of SREG Manager.
(d) None of the Reporting Persons have been convicted
in any criminal proceedings during the last five years.
(e) None of the Reporting Persons have been party to any
civil proceedings of a judicial or administrative body of
competent jurisdiction that resulted in their being subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Berger is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On or about November 26, 2007, SREG entered into an Assignment
and Assumption Agreement whereby SREG assumed ownership
of that certain Promissory Note dated August 9, 2006 issued
by Trulite, Inc., in the principal amount of One Hundred
Twenty Five Thousand Dollars ($125,000.00) from OLD SRE LP,
a Texas limited partnership formerly known as Standard
Renewable Energy, LP (OLD SRE LP), a wholly owned subsidiary
of SREG. All references to, and summaries of, the Assignment
and Contribution Agreement in this Schedule 13D are qualified in
their entirety by reference to such documents, a form of which
is filed as Exhibit 3.1 attached hereto and incorporated herein.
On or about November 26, 2007, pursuant to Subscription Agreements
by and between SREG and the Issuer, and a Subscription Agreement
by and between SRE LP and the Issuer, SREG acquired an aggregate
amount of 3,778,108 shares of voting capital stock of
the Issuer2019s unregistered, restricted common stock for a
price of $0.50 per share
in exchange for the cancellation of outstanding
promissory notes issued to SREG and Standard Renewable
Energy, LP
SRE LP), a Texas limited partnership, formerly known as
NewPoint Energy Solutions, LP, in the aggregate amount of
$1,889,054.00 (all accrued and unpaid interest included). All
references to, and summaries of, the Subscription Agreements in
this Schedule 13D are qualified in their entirety by reference to
such documents, a form of which is filed as Exhibit 3.2 attached
hereto and incorporated herein.
On or about November 26, 2007, SRE LP entered into an Assignment and
Contribution Agreement whereby SRE LP transferred ownership of
5,331,622 of the Issuer2019s registered common stock to SREG
for no consideration. All
references to, and summaries of, the Assignment and Contribution
Agreement in
this Schedule 13D are qualified in their entirety by reference
to such
documents, forms of which are filed as Exhibit 3.3 attached hereto
and
incorporated herein.
On or about November 26, 2007, SREG entered into a Common Stock
Purchase
Agreement with Trulite, Inc. to purchase a total of 2,400,000 shares
of the
Issuers unregistered common stock for a price of $0.50 per share.
All
references to, and summaries of, the Purchase Agreement in this
Schedule 13D are
qualified in their entirety by reference to such documents, a form
of which is
filed as Exhibit 3.4 hereto and incorporated herein.
ITEM 4. PURPOSE OF TRANSACTION.
The shares reported herein by SREG are composed of: 1) shares
transferred to
SREG from a wholly owned subsidiary; 2) shares acquired from the
exchange of
debt for equity; and 3) purchased unregistered shares. All
shares are being
held for investment purposes. None of the Reporting Persons have
any plans or
proposals that relate to or would result in any of the actions or
events listed
in (a) through (j) of Item 4 of this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof (pursuant to Rule 13d-3)
SREG, may be deemed to be the beneficial owner of an aggregate
amount of
11,509,730 shares of common stock2 representing 54.29% of the
issued and
outstanding shares of voting capital stock of the Issuer (based on
the number of
issued and outstanding shares of 21,201,270, as of November 26, 2007).
SREG Manager, as the managing member of SREG, may be deemed to
be the beneficial
owner of an aggregate amount of 11,509,730 shares of common
stock representing
54.29% of the issued and outstanding shares of voting capital
stock of the
Issuer (based on the number of issued and outstanding shares of
21,201,270, as
of November 26, 2007)..
William J. Berger may be deemed to be the beneficial owner of
12,279,300 shares
of common stock representing 57.9% of the issued and outstanding
shares of
capital stock of the Issuer (based on the number of issued and
outstanding
shares of 21,201,270, as of November 26, 2007).
(b)
SREG has the sole right to direct the disposition of 11,509,730
shares of the Issuer2019s Common Stock; however, 11,243,149 of
this amount are unregistered and restricted from trading
pursuant to Rule 144.
SREG Manager, as the managing member of SREG, has indirect
control of the disposition of 11,509,730 shares of the
Issuer2019s Common Stock owned by SREG.
Mr. William J. Berger, as a member of the SREG Board of Managers
and as the sole Manager of SREG Manager LLC, the managing member
of SREG, has indirect control
of the disposition of the 11,509,730 shares of the Issuer2019s
common stock
owned by SREG.
In addition, Mr. Berger, as a manager of Contango Capital
Partnership Management
LLC (CCPM), the general partner of Contango Capital
Partners, LP (CCP), can be
deemed to have shared dispositive power over warrants to
purchase 592,500 shares
of Common Stock owned by CCP and options to purchase 176,278
shares of Common
Stock owned by CCP, as well as shared voting power over the
Common Stock
underlying those warrants and options. Additionally, Mr. Berger
can be deemed
to have shared voting and dispositive power over 792 shares of
Common Stock
owned by CCPM, for a total of 769,570 shares over which
Mr. Berger has shared
voting and dispositive power. That power is shared with the
five other managers
of CCPM. none of whom have been convicted in a criminal
proceeding in the last
five years and none of whom have been party to a civil
proceeding in the last
five years that resulted in their being subject to a judgment,
decree or final
order enjoining future violations of, or prohibiting or
mandating activities
subject to, federal or state securities laws or finding
any violation with
respect to such laws who are as follows:
(i)
Kenneth R. Peak, Chief Executive Officer of Contango
Oil and Gas Company,
located at 3700 Buffalo Speedway, Suite 960, Houston,
Texas 77098;
(ii)
Todd Sullivan, Managing Partner of Sullivan Interests LP,
located at P.O. Box
131486, Houston, Texas 77219;
(iii)
Gerald Sullivan, founder and Chairman of Sullivan Enterprises
Inc., located at 2
Colony Park Drive, Galveston, Texas 77551;
(iv)
Eric Melvin, President and Chief Executive Officer of Mobius
Risk Group, located
at Three Riverway, Suite 1700, Houston, Texas 77056; and
(v)
John White, Chief Executive Officer of SREG, 5 Houston
Center, 1401 McKinney
Street, Suite 900, Houston, TX 77010.
(c)
Standard Renewable Energy Group LLC (SREG) acquired
an aggregate
amount of 11,509,730 of the Issuers Common Stock pursuant
to the following transactions:
1. Assumption of Trulite Promissory Note: On or about
November 17, 2007, an
assignment was made of that certain Promissory Note dated
August 9, 2006 issued
by Trulite, Inc in the principal amount of One Hundred
Twenty Five Thousand
Dollars ($125,000.00), held by OLD SRE LP, to SREG pursuant
to that certain
Assignment and Assumption Agreement among OLD SRE LP, SREG
and Trulite, Inc.,
attached hereto as Exhibit 3.1 and incorporated herein.
The note assignment
transferred the right to convert the outstanding debt for
277,022 shares of
unregistered Trulite common stock at a price of $0.50 per share.
2. Trulite Debt-for-Unregistered Equity Exchange: On or
about November 26,
2007, pursuant to Subscription Agreements by and between
SREG and the Issuer,
and a Subscription Agreement by and between SRE LP and the
Issuer, SREG acquired
an aggregate amount of 3,778,108 shares of voting capital
stock of the
Issuer2019s unregistered, restricted common stock for a
price of $0.50 per share
in exchange for the cancellation of outstanding promissory
notes issued to SREG
and its wholly owned subsidiary, SRE LP in the aggregate
amount of $1,889,054.00
(all accrued and unpaid interest included).
3. Assignment of Trulite Registered Common Stock from
Subsidiary: On or about
November 26, 2007, SRE LP, a wholly owned subsidiary of
SREG, entered into an
Assignment and Contribution Agreement whereby SRE LP
transferred ownership of
5,331,622 shares of the Issuers registered common stock
to SREG for no
consideration.
4. Purchase of Trulite Registered Common Stock:
On or about November 26, 2007,
the Issuer and SREG entered into a Common Stock Purchase
Agreement whereby SREG
purchased 2,400,000 shares of the Issuers unregistered
common stock for a price
of $0.50 per share.
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 3.1
Assignment and Assumption Agreement by and between
Standard Renewable Energy,
LP, now known as OLD SRE LP and Standard Renewable
Energy Group, LLC
Exhibit 3.2
Form of Subscription Agreement between Standard Renewable
Energy Group, LLC and
Trulite, Inc.
Exhibit 3.3
Form of Assignment of Interest between NewPoint Energy
Group, LP now known as
Standard Renewable Energy, LP and Standard Renewable Energy
Group, LLC
Exhibit 3.4
Purchase and Sale Agreement between Standard Renewable Energy
Group, LLC and
Trulite, Inc.
Exhibit 10.1
Joint Filing Agreement By and Among Reporting Persons
SIGNATURES
After reasonable inquiry and to the best of the knowledge
and belief of the
undersigned, the undersigned certify that the information
set forth in this
statement is true, complete and correct.
Date: December 30, 2007
Standard Renewable Energy Group, LLC
By: /s/ John D. White
John D. White, Chief Executive Officer
SREG Manager, LLC
By: /s/ William J. Berger
William J. Berger, Manager
/s/ William J. Berger
William J. Berger, in his individual capacity
|
Exhibit 10.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing
statement on Schedule
13D is filed on behalf of each of the undersigned in the
capacities set forth
below. The undersigned acknowledge that each shall be
responsible for the timely
filing of such amendments, and for the completeness and
accuracy of the
information concerning it contained therein, but shall not
be responsible for
the completeness and accuracy of the information concerning
the others, except
to the extent it knows or has reason to believe that such
information is
inaccurate. This Joint Filing Agreement may be executed in any
number of
counterparts and all of such counterparts taken together shall
constitute one
and the same instrument.
Date: December 30, 2007
Standard Renewable Energy Group, LLC
By: /s/ John D. White .
John D. White, Chief Executive Officer
SREG Manager, LLC
By /s/ William J. Berger
William J. Berger, Manager
/s/ William J. Berger
William J. Berger, in his individual capacity
|
1 Includes 792 shares owned by Contango Capital Partnership
Management LLC, and
potential voting and dispositive power for warrants and options
to purchase
768,778 shares of common stock owned by Contango Capital
Partners, LP.
2 Includes 11,243,149 unregistered shares of common stock,
subject to transfer
restrictions under Rule 144.
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