SC 13G 1 d641619_13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) Capco Energy, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 -------------------------------------------------------------------------------- (Title of Class of Securities) 13916P100 -------------------------------------------------------------------------------- (CUSIP Number) May 10, 2005 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 13916P100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Capital Management, Inc.(1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 6,650,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 6,650,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,650,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.56% 12. TYPE OF REPORTING PERSON CO ---------- (1) The securities reported herein are held in the account of Peninsula Fund, L.P. ("Peninsula"), a private investment fund. Peninsula Capital Management, Inc. may be deemed to be a beneficial owner of such securities by virtue of its role as the general partner of Peninsula. CUSIP No. 13916P100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 6,650,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 6,650,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,650,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.56% 12. TYPE OF REPORTING PERSON PN CUSIP No. 13916P100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Scott Bedford (2) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 6,650,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 6,650,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,650,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.56% 12. TYPE OF REPORTING PERSON IN --------- (2) The securities reported herein are held in the account of Peninsula. Mr. Bedford may be deemed to be a beneficial owner of such securities by virtue of his role as the majority owner of the general partner of Peninsula. CUSIP No. 13916P100 --------------------- Item 1(a). Name of Issuer: Capco Energy, Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 5555 San Felipe Suite 725 Houston, Texas 77056 _______________________________________________________ Item 2(a). Name of Person Filing: Peninsula Capital Management, Inc. Peninsula Fund, L.P. Scott Bedford ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Peninsula Capital Management, Inc. 235 Pine Street, Suite 1818 San Francisco, CA 94104 Peninsula Fund, L.P. c/o Peninsula Capital Management, Inc. 235 Pine Street, Suite 1818 San Francisco, CA 94104 Scott Bedford c/o Peninsula Capital Management, Inc. 235 Pine Street, Suite 1818 San Francisco, CA 94104 ____________________________________________________________________ Item 2(c). Citizenship: Peninsula Capital Management, Inc. - California corporation Peninsula Fund, L.P. - California limited partnership Scott Bedford - United States citizen ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, par value, $.001 ____________________________________________________________________ Item 2(e). CUSIP Number: 13916P100 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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: Peninsula Capital Management, Inc. - 6,650,000 shares Peninsula Fund, L.P. - 6,650,000 shares Scott Bedford - 6,650,000 shares ______________________________________________________________________ (b) Percent of class: Peninsula Capital Management, Inc. - 5.56% Peninsula Fund, L.P. - 5.56% Scott Bedford - 5.56% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Peninsula Capital Management, Inc. 0 Peninsula Fund, L.P. 0 Scott Bedford - 0 _______________________________________________________________________________, (ii) Shared power to vote or to direct the vote Peninsula Capital Management, Inc. -6,650,000 Peninsula Fund, L.P.- 6,650,000 Scott Bedford - 6,650,000 _______________________________________________________________________________, (iii) Sole power to dispose or to direct the disposition of Peninsula Capital Management, Inc. -0 Peninsula Fund, L.P. -0 Scott Bedford - 0 _______________________________________________________________________________, (iv) Shared power to dispose or to direct the disposition of Peninsula Capital Management, Inc. -6,650,000 Peninsula Fund, L.P.- 6,650,000 Scott Bedford - 6,650,000 _______________________________________________________________________________. 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 [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their 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 such 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. February 10, 2006 ---------------------------------------- (Date) PENINSULA FUND, L.P.* By: PENINSULA CAPITAL MANAGEMENT, INC. Its general partner By: /s/ Scott Bedford ----------------------------- Name: Scott Bedford Title: Managing Member PENINSULA CAPITAL MANAGEMENT, INC.* By: /s/ Scott Bedford ----------------------------- Name: Scott Bedford Title: Managing Member /s/ Scott Bedford --------------------------------- Scott Bedford* * The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated February 10, 2006 relating to the Common Stock, par value $.001, of Capco Energy, Inc. shall be filed on behalf of the undersigned. PENINSULA FUND, L.P.* By: PENINSULA CAPITAL MANAGEMENT, INC. Its general partner By: /s/ Scott Bedford ----------------------------- Name: Scott Bedford Title: Managing Member PENINSULA CAPITAL MANAGEMENT, INC.* By: /s/ Scott Bedford ----------------------------- Name: Scott Bedford Title: Managing Member /s/ Scott Bedford -------------------------------- Scott Bedford* SK 03847 0001 641619