0001193125-12-006361.txt : 20120109 0001193125-12-006361.hdr.sgml : 20120109 20120109140433 ACCESSION NUMBER: 0001193125-12-006361 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120109 DATE AS OF CHANGE: 20120109 GROUP MEMBERS: MCADOO CAPITAL, INC. GROUP MEMBERS: ZACHARY MCADOO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRIENDLY ENERGY EXPLORATION CENTRAL INDEX KEY: 0001120434 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 911832462 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86545 FILM NUMBER: 12517100 BUSINESS ADDRESS: STREET 1: 3838 CAMINO DEL RIO, NORTH, SUITE 333 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 6192808000 MAIL ADDRESS: STREET 1: 3838 CAMINO DEL RIO, NORTH, SUITE 333 CITY: SAN DIEGO STATE: CA ZIP: 92108 FORMER COMPANY: FORMER CONFORMED NAME: FRIENDLY ENERGY CORP DATE OF NAME CHANGE: 20000727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zanett Opportunity Fund, Ltd. CENTRAL INDEX KEY: 0001452690 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O APPLEBY SPURLING, CANON'S COURT STREET 2: 22 VICTORIA ST. PO BOX HM 1179 CITY: HAMILTON STATE: D0 ZIP: HM 1179 BUSINESS PHONE: 1-441-295-2244 MAIL ADDRESS: STREET 1: C/O APPLEBY SPURLING, CANON'S COURT STREET 2: 22 VICTORIA ST. PO BOX HM 1179 CITY: HAMILTON STATE: D0 ZIP: HM 1179 SC 13D 1 d279594dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

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)

(Amendment No.     )

 

 

 

Friendly Energy Exploration

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

35846A101

(CUSIP Number)

 

Zachary McAdoo

c/o McAdoo Capital, Inc.

635 Madison Avenue

15th Floor

New York, NY 10022

(212) 486-3364

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 30, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

 


SCHEDULE 13D

 

CUSIP No. 35846A101   Page 2 of 7 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Zanett Opportunity Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) of 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    34,875,000

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    34,875,000

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    34,875,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    25.1%(1)

14

 

TYPE OF REPORTING PERSON (see instructions)

 

    CO

 

(1) Calculation based on 107,180,790 shares outstanding as of November 10, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011.


SCHEDULE 13D

 

CUSIP No. 35846A101   Page 3 of 7 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

McAdoo Capital, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) of 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    34,875,000

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    34,875,000

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    34,875,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    25.1%(1)

14

 

TYPE OF REPORTING PERSON (see instructions)

 

    CO

 

(1) Calculation based on 107,180,790 shares outstanding as of November 10, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011.


SCHEDULE 13D

 

CUSIP No. 35846A101   Page 4 of 7 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Zachary McAdoo

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) of 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    34,875,000

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    34,875,000

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    34,875,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    25.1%(1)

14

 

TYPE OF REPORTING PERSON (see instructions)

 

    IN

 

(1) Calculation based on 107,180,790 shares outstanding as of November 10, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011.


SCHEDULE 13D

 

CUSIP No. 35846A101   Page 5 of 7 Pages

 

  Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.001 per share (the “Shares”), of Friendly Energy Exploration, a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 6005 N. Highway 279, Brownwood, TX 76801.

 

  Item 2. Identity and Background

This Statement is being filed by (i) the Zanett Opportunity Fund, Ltd., a Bermuda corporation (the “Fund”), (ii) McAdoo Capital, Inc., a New York corporation (“McAdoo Capital”), and (iii) Zachary McAdoo, a citizen of the United States of America. These filers are referred to individually as a “Reporting Person” and collectively as “Reporting Persons”. The Reporting Persons’ principal business is providing investing and advisory services to companies and investors.

The principal office of the Fund is c/o Appleby Spurling Hunter, Canon’s Court, 22 Victoria St., PO Box HM 1179, Hamilton HM EX, Bermuda. The principal office of McAdoo Capital, the investment manager of the Fund, is 635 Madison Avenue, 15th Floor, New York, New York 10022. Zachary McAdoo is the President and owner of McAdoo Capital, and his business address is the same as that of McAdoo Capital.

During the last five years, no Reporting Person has been convicted in a criminal proceeding. During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

 

  Item 3. Source and Amounts of Funds or Other Consideration

On December 30, 2011, in exchange for the surrender of a $205,000 working interest in certain of the Issuer’s oil wells held by the Fund and $50,000 in cash, the Issuer issued to the Fund 31,875,000 Shares. With respect to all Reporting Persons, the source of the cash portion of the consideration used in making the purchase was working capital.

 

  Item 4. Purpose of the Transaction

The Reporting Persons purchased the Issuer’s securities for investment purposes.

The Reporting Persons may from time to time (i) acquire additional Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise.

Except as noted herein or in public filings by the Issuer, the Reporting Persons have no present plans or proposals that relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of securities of the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors;


SCHEDULE 13D

 

CUSIP No. 35846A101   Page 6 of 7 Pages

 

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) any action similar to any of those enumerated above.

 

  Item 5. Interest in Securities of the Issuer

(a) The Fund beneficially owns 34,875,000 Shares, which constitutes 25.1% of the Issuer’s outstanding Shares (based on 107,180,790 shares outstanding as of November 10, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011). This amount includes: (i) 31,875,000 Shares the Fund purchased from the Issuer on December 30, 2011, and (ii) 3,000,000 Shares the Fund purchased from the Issuer on May 15, 2010.

McAdoo Capital exercises investment discretion over the Fund’s 34,875,000 Shares. Zachary McAdoo exercises investment discretion over shares beneficially owned by McAdoo Capital by virtue of his position as President. This Statement shall not be construed as an admission that McAdoo Capital or Mr. McAdoo are the beneficial owners of the Fund’s shares for any purposes.

(b) See rows 7 through 10 of each cover page for the Reporting Persons named above. Item 2 is hereby incorporated by reference.

(c) Except as noted in this Statement, the Reporting Persons have not made any transactions in the Shares during the last 60 days.

(d) Not applicable.

(e) Not applicable.

 

  Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Other than the transactions disclosed in this Statement, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any person with respect to any securities of the Issuer.

 

  Item 7. Material Filed as Exhibits

 

No.

  

Exhibit

99.1    Joint Filing Agreement


SCHEDULE 13D

 

CUSIP No. 35846A101   Page 7 of 7 Pages

 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 9, 2012

 

ZANETT OPPORTUNITY FUND, LTD.
By: MCADOO CAPITAL, INC., its Investment Manager

/s/ Zachary McAdoo

Zachary McAdoo, President
MCADOO CAPITAL, INC.

/s/ Zachary McAdoo

Zachary McAdoo, President

/s/ Zachary McAdoo

Zachary McAdoo
EX-99.1 2 d279594dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Friendly Energy Exploration and that this Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 9th day of January, 2012.

 

MCADOO CAPITAL, INC.

/s/ Zachary McAdoo

Zachary McAdoo, President
ZANETT OPPORTUNITY FUND, LTD.
By:   MCADOO CAPITAL, INC., its Investment Manager

/s/ Zachary McAdoo

Zachary McAdoo, President

/s/ Zachary McAdoo

Zachary McAdoo