UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AE BIOFUELS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00101P 102
(CUSIP Number)
AE Biofuels, Inc.
c/o Todd Waltz
20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
(408) 213-0925
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 7, 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 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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
CUSIP NO. 00101P 102
| 1. | Name of Reporting Person Eric A. McAfee I.R.S. Identification No. of above person (entities only) |
| 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 Item 2(d) or 2(e). x |
| 6. | Citizenship or Place of Organization United States |
Number of Shares Beneficially
Owned by Each
Reporting Person With | 7. | Sole Voting Power 12,200,000 |
| 8. | Shared Voting Power |
| 9. | Sole Dispositive Power 12,200,000 |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,200,000 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares. x |
| 13. | Percent of Class Represented by Amount in Row (11) 14.0% |
| 14. | Type of Reporting Person IN |
| 1. | Name of Reporting Person McAfee Capital, LLC I.R.S. Identification No. of above person (entities only) 30-0019814 |
| 2. | Check the Appropriate Box if a Member of a Group. (a) ¨ (b) o |
| 3. | SEC Use Only |
| 4. | Source of Funds OO |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). ¨ |
| 6. | Citizenship or Place of Organization United States |
Number of Shares Beneficially
Owned by Each
Reporting Person With | 7. | Sole Voting Power 12,200,000 |
| 8. | Shared Voting Power |
| 9. | Sole Dispositive Power 12,200,000 |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,200,000 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares. ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) 14.0% |
| 14. | Type of Reporting Person OO |
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the common stock, par value, $.001 per share (the “Common Stock”) issued by AE Biofuels, Inc., a Nevada corporation (the “Issuer”), which has its principal executive offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA, 95014.
Item 2. Identity and Background
This Schedule is filed on behalf of (a) Eric A. McAfee, and (b) McAfee Capital, LLC (the “Reporting Person”).
Eric A. McAfee is a citizen of the United States and the sole member of McAfee Capital, LLC, a member managed limited liability company. As the sole member of McAfee Capital, LLC, Eric McAfee has sole voting and dispositive power with respect to securities of the Issuer that are held by McAfee Capital, LLC.
Eric A. McAfee expressly disclaims beneficial ownership of shares of Common Stock beneficially owned by P2 Capital, LLC. Eric A. McAfee and Marguerite McAfee are husband and wife. Marguerite McAfee is a member and the sole manager of P2 Capital, LLC, a manager managed LLC, which holds 800,000 shares of Common Stock. As the sole manager of P2 Capital, LLC, Mrs. McAfee has sole voting and dispositive power with respect to securities of the Issuer that are held by P2 Capital, LLC.
Eric McAfee is the Chief Executive Officer and Chairman of the Board of the Issuer. McAfee Capital, LLC is a California limited liability company whose principal business is investing in securities of companies on behalf of Mr. McAfee. The registered office of the Reporting Person is 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA. 95014.
To the best knowledge of the Reporting Person, the Reporting Person has not, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). To the best knowledge of the Reporting Person, McAfee Capital, LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is not 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 or any violation with respect to such laws. On July 28, 2006, Eric McAfee entered into a settlement agreement under which Mr. McAfee neither admitted nor denied causing any action by Verdisys, Inc. to fail to comply with Section 10(b) of the Exchange Act and Rule 10b-5, agreed not to violate the securities laws, and agreed to a payment of $25,000.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth or incorporated by reference in Items 2, 4, 5 and 6 is hereby incorporated herein by reference thereto.
On December 7, 2007, in connection with the merger of American Ethanol, Inc. with a wholly-owned subsidiary of the Issuer, (i) McAfee Capital, LLC was issued 6,200,000 shares of Common Stock in exchange for a like number of shares of American Ethanol, Inc., and (ii) Cagan McAfee Capital Partners was issued 12,000,000 shares of Common Stock in exchange for a like number of shares of American Ethanol, Inc.
On December 1, 2008, Cagan McAfee Capital Partners distributed 6,000,000 shares of Common Stock to McAfee Capital, LLC.
Item 4. Purpose of the Transaction
The information set forth or incorporated by reference in Items 2, 3, 5 and 6 is hereby incorporated herein by reference thereto.
The Reporting Person acquired the Common Stock, beneficially owned by such Reporting Person, for investment purposes. Although the Reporting Person currently does not have any specific plan or proposal to acquire or dispose of Common Stock or any securities exercisable for or convertible into Common Stock, the Reporting Person may directly or indirectly acquire additional Common Stock or securities exercisable for or convertible into Common Stock or dispose of any or all of its Common Stock or securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person’s family members, as applicable) depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevaili ng market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations.
Eric A. McAfee has been a member of the board of directors of American Ethanol, Inc. since inception and continues to serve on the board of directors of the Issuer. In his capacity as a director of the Issuer, Eric A. McAfee may from time to time consider plans or proposals relating to: the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; an extraordinary transaction, such as a merger, reorganization or liquidation of the Issuer; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, materially changing the present capitalization or dividend policy of the Issuer; making other material changes in the Issuer’s business or corporate structure; changing the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may affect control of the Issuer; causing the Issuer’s common stock to no longer be quoted on the over-the-counter bulletin board; causing the Issuer’s common stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or taking any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated herein by reference thereto.
The following disclosure assumes that there are 86,837,032 shares of Common Stock outstanding, which was the number of shares of Common Stock that the Issuer disclosed in its Quarterly Report on Form 10-Q filed on May 17, 2010 were outstanding as of May 13, 2010.
(a) Pursuant to Rule 13d-3 of the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Eric A. McAfee may be deemed to beneficially own an aggregate of 12,200,000 shares of Common Stock (consisting of 12,200,000 shares of Common Stock held by McAfee Capital, LLC , representing approximately 14% of the shares of Common Stock outstanding; and (ii) McAfee Capital, LLC may be deemed to beneficially own an aggregate of 12,200,000 shares of Common Stock, representing approximately 14% of the shares of Common Stock outstanding. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Eric A. McAfee expressly disclaims beneficial ownership of shares of Common Stock benefi cially owned by P2 Capital, LLC.
(b) Eric A. McAfee has sole voting and dispositive control over the Common Stock held by McAfee Capital, LLC.
(c) The Reporting Person reports that neither it, nor to its knowledge, any person named in Item 2 of this Schedule, has effected any transactions in Common Stock during the past 60 days.
(d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Person as described in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
None
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.
Date May 26, 2010 | By: | /s/ Eric A. McAfee | |
| | | Name Eric A. McAfee | |
| | | | |
| | | | |
| | McAfee Capital, LLC | |
| | | | |
Date May 26, 2010 | By: | /s/ Eric A. McAfee | |
| | | Name Eric A. McAfee | |
| | | Title Member | |
| | | | |
