0001140361-12-008523.txt : 20120215 0001140361-12-008523.hdr.sgml : 20120215 20120214205703 ACCESSION NUMBER: 0001140361-12-008523 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Green Energy Management Services Holdings, Inc. CENTRAL INDEX KEY: 0001164552 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 752873882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80257 FILM NUMBER: 12614008 BUSINESS ADDRESS: STREET 1: 381 TEANECK ROAD CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 201-530-1200 MAIL ADDRESS: STREET 1: 381 TEANECK ROAD CITY: TEANECK STATE: NJ ZIP: 07666 FORMER COMPANY: FORMER CONFORMED NAME: CDSS Wind Down Inc DATE OF NAME CHANGE: 20061213 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL SECURITY SOFTWARE INC DATE OF NAME CHANGE: 20020107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LMD Capital, LLC CENTRAL INDEX KEY: 0001529736 IRS NUMBER: 451736142 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214 750 2454 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 doc1.htm NONE Schedule 13G


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 01)*
 
Green Energy Management Services Holding Inc. 

(Name of Issuer)
 
Common Stock, par value $.0001 per share

(Title of Class of Securities)
 
39304E100

(CUSIP Number)
 
December 31, 2011

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     x  Rule 13d-1(c)
 
     o  Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in 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 (“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).
 


 
 

 
 
CUSIP No.  09531B104      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 LMD Capital, LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 United States of America
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 47,718,976
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 47,718,976
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 47,718,976
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 10.7%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 

FOOTNOTES
  
 LMD Capital, LLC beneficially owns 47,718,976 shares, which constitutes 10.7% of the outstanding shares of the Compnay (the percentage of shares owned being based upon 443,977,432 shares outstanding as of November 14, 2011 set forth in the Issuer's most recent quarterly report Form 10-Q for the quarter ended September 30, 2011, filed with the SEC on November 14, 2011). Steven B Solomon is the managing member of LMD Capital, LLC and may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended of the shares held by LMD Capital, LLC. LMD Capital, LLC and Steven B Solomon were inadvertently identified as a group in the Schedule13D filed with the SEC on May 17, 2011.
 
 

 
 
Item 1.

 
(a)
Name of Issuer
 
 
Green Energy Management Services Holdings, Inc

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
2251 Drusilla Lane, Suite B
Baton Rouge, LA 70809

Item 2.

 
(a)
Name of Person Filing
 
 
The reporting persons are LMD Capital, LLC and Steven B Solomon. Mr. Solomon is the Managing Member of LMD Capital, LLC. Attached as Exhibit 99.1 to this Schedule 13G is a Joint Filing Agreement between Mr. Solomon and LMD Capital, LLC.

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
2828 N Harwood, Suite 1700
Dallas, TX 75201

 
(c)
Citizenship
 
 
United State of America

 
(d)
Title of Class of Securities
 
 
Common Stock, par value $.0001 per share

 
(e)
CUSIP Number
 
 
39304E100

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
 
 

 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 47,718,976

 
(b)
Percent of class: 10.7

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 47,718,976

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 47,718,976

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
Not Applicable
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not Applicable
 
Item 8.
Identification and Classification of Members of the Group
 
Not Applicable
 
Item 9.
Notice of Dissolution of Group
 
Not Applicable
 
 
 

 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

SIGNATURE

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.
 
 
 LMD Capital, LLC
 
    
Date: February 14, 2012
By:
/s/  Steven B Solomon 
   Name: Steven B Solomon 
   Title:  Managing Member 
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-1.99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

 
JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of February 2012, by and among LMD Capital, LLC, and Steven B. Solomon.

The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the “Filings”) required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective ownership of the common stock of Breeze-Eastern Corporation, a Delaware corporation, that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

[signature pages follow]
 
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

  /s/ Steven B. Solomon  
  Steven B. Solomon
       
  LMD Capital, LLC
       
 
/s/ Steven B. Solomon    
 
Name: Steven B. Solomon
 
Title: Managing Member