144 1 v059981_144.htm Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  
WASHINGTON, D.C. 20549
  
 
 
FORM 144
SEC USE ONLY
 
NOTICE OF PROPOSED SALE OF SECURITIES
Pursuant to Rule 144 under the Securities Act of 1933
DOCUMENT SEQUENCE NO.
 
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute a sale or executing a sale directly with a market maker.
CUSIP NUMBER
   
WORK LOCATION
 
 
       
1(a) NAME OF ISSUER
 
Consolidated Energy, Inc.
(b) IRS IDENT. NO.
 
86-0852222
(c) S.E.C. FILE NO.
 
0-25951
  
1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE
 
76 George Road, Betsy Layne, KY 41605
(e) TELEPHONE NO.
 
 
AREA CODE
606
NUMBER
478-1333
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
 
Patrick P. Walker
(b) I.R.S. IDENT. NO.
 
 
N/A
(c) RELATIONSHIP TO ISSUER
 
N/A
(d) ADDRESS STREET CITY STATE ZIP CODE
 
300 Crescent Court, Suite 1111
Dallas, TX 75201
 
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
               
3(a)
Title of the Class of Securities
To Be Sold
 
(b)
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
Who is Acquiring the Securities
SEC USE ONLY
(c)
Number Of Shares or Other Units
To Be Sold
 
(See instr. 3(c))
(d)
Aggregate
Market
Value
 
(See instr. 3(d))
(e)
Number of Shares
or Other Units
Outstanding
 
(See instr. 3(e))
(f)
Approximate
Date of Sale
 
(See instr. 3(f))
(MO. DAY YR.)
(g)
Name of Each
Securities
Exchange
 
(See instr. 3(g))
Common Stock
UBS Prime Brokerage Services (b)
1285 Avenue of the Americas - 9th Floor
New York, NY 10019
Broker-Dealer
 
File Number
52,849
$22,196.58 (c)
22,175,374
12/08/06
OTC BB
               
               
               
 
 
INSTRUCTIONS
            
      
1.
(a)
Name of issuer
  
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer’s I.R.S. Identification Number
    
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any
    
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer’s address, including zip code
    
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
 
(e)
Issuer’s telephone number, including area code
    
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
2.
(a)
Name of person for whose account the securities are to be sold
    
(f)
Approximate date on which the securities are to be sold
 
(b)
Such person’s I.R.S. identification number, if such person is an entity
    
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(c)
Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
        
 
(d)
Such person’s address, including zip code
        
 
CODE 689 REV. 11/78   
PRINTED IN USA
 
 
 


TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold and with
respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
 
Date You Acquired
 
 
Nature of Acquisition Transaction
 
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of Securities Acquired
 
Date of Payment
Nature
of Payment
 
6% senior secured convertible promissory notes and warrants
 
02/24/05
 
(d)
 
Consolidated Energy, Inc.
 
(d)
 
(d)
 
(d)

INSTRUCTIONS:
  
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

 
 
 
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of Securities Sold
 
Gross Proceeds
N/A
N/A
N/A
N/A
N/A

REMARKS: 
(a) The person for whose account the securities are to be sold is WSV Management, L.L.C., a Texas limited liability company (“WSV”), which initially acquired all of the securities of Consolidated Energy, Inc. (the “Company”) described in this form for the accounts of the following entities: (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”) and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International (collectively, the “Funds”). Patrick P. Walker is a principal of WSV, and as such shares dispositive control over all securities of the Company held by the Funds with G. Stacy Smith and Reid S. Walker, the other principals of WSV.
(b) WSV may elect to sell through various executing brokers from time to time.
(c) The aggregate market value is based on the $0.42 closing sale price of a share of common stock of the Company on December 1, 2006.
(d) As part of a private placement by the Company on February 24, 2005, the Funds, in the aggregate, acquired Senior Convertible Notes (the “Notes”) in the amount of $250,000 and warrants to acquire additional shares of common stock (the “Warrants”). The total cash consideration paid for the Notes and the Warrants was $250,000. The Note was initially convertible at a fixed conversion rate of $1.70 per share, subject to customary adjustments. The Warrant initially provided the right to acquire up to 73,530 shares of common stock at an exercise price of $1.70 per share, subject to customary adjustments.

INSTRUCTIONS:
ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.
 
     
Patrick P. Walker, on behalf of WSV and the Funds
 
December 7, 2006
  
/s/ Patrick P. Walker
 
DATE OF NOTICE
  
(SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)