UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012 COMMISSION FILE NUMBER: 000-54132 11 GOOD ENERGY, INC. (Exact name of registrant as specified in its charter)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

COMMISSION FILE NUMBER: 000-54132

11 GOOD ENERGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		26-0299315
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4450 Belden Village Street N.W., Suite 800 Canton, OH 44718 (Address of principal executive offices) (330) 492-3835 (Registrant’s telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report)

Canton, OH 44718

(Address of principal executive offices)

(330) 492-3835

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] x No o [ ]

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file).

Yes o [ No] ~~x Interactive data is anticipated to be filed by amendment.~~No [X]

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o[ ] Accelerated Filer o[ ] Accelerated Filer o[ ] Smaller Reporting Company x[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o [ No] xNo [X]

As of ~~May~~August 1514, 2012, the ~~registrant~~ registrant had a total of 1718,~~991~~028,~~239~~240 shares of Common Stock issued and outstanding.

11 GOOD ENERGY, INC. AND SUBSIDIARY

INDEX

		Page Number
PART I	Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets – March 31, 2012 (Unaudited) and December 31, 2011	3
	Condensed Consolidated Balance Sheets at June 30, 2012 (Unaudited) and December 31, 2011	F-1
	Unaudited Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2012 and 2011 and for the period May 23, 2007 (date of inception) to March 31, 2012	4
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (loss) for the three and six months ended June 30, 2012 and 2011 and for the period from May 23, 2007 (date of inception) to June 30, 2012	F-2
	Unaudited Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011 and for the period May 23, 2007 (date of inception) to March 31, 2012	5
	Unaudited Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011 and for the period from May 23, 2007 (date of inception) to June 30, 2012	F-3
	Notes to Unaudited Condensed Consolidated Financial Statements	6F-4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	123
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	157
Item 4.	Controls and Procedures	157
PART II	Other Information	157
	Exhibits	167
SIGNATURES		1710
Certifications

11 GOOD ENERGY, INC. AND SUBSIDIARY ~~(a development stage company) CONDENSED CONSOLIDATED BALANCE SHEETS~~

	March 31, 2012
	(Unaudited)			December 31, 2011
ASSETS
Current assets:
Cash	$	9,252		$	12,895
Inventory		258,743			323,422
Accounts receivable, net		18,233			43,906
Available for sale securities		790			940
Other current assets		19,716			25,678
Total current assets		306,734			406,841
Property, plant and equipment, net		2,075,090			2,167,434
Other assets:
Patents		60,531			79,874
Deposits		2,163			2,163
Total other assets		62,694			82,037
Total assets	$	2,444,518		$	2,656,312
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,445,960		$	1,362,922
Advances, related party		65,927			67,427
Notes payable, related party		294,000			306,000
Convertible notes payable, net of deferred debt discount of $19,800 and $75,139, respectively		630,220			474,861
Total current liabilities		2,436,107			2,211,210
Commitments and contingencies		—			—
Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 11,000,000 shares authorized, issued and outstanding at December 31, 2011 and 2010		1,100			1,100
Common stock, $0.0001 par value; 65,000,000 shares authorized; 20,946,561 and 20,856,561 shares issued as of March 31, 2012 and December 31, 2011, respectively; 19,991,239 and 19,901,239 shares outstanding as of March 31, 2012 and December 31, 2011, respectively		2,095			2,086
Additional paid in capital		25,254,690			24,853,960
Common stock subscription		—			270,000
Due from shareholder		—			(108,519	)
Deficit accumulated during development stage		(23,663,064	)		(22,987,265	)
Accumulated other comprehensive loss		(88,910	)		(88,760	)
Treasury stock, 955,322 and 955,322 shares as of March 31, 2012 and December 31, 2011		(1,497,500	)		(1,497,500	)
Total stockholders’ equity		8,411			445,102
Total liabilities and stockholders’ equity	$	2,444,518		$	2,656,312

(a development stage company)

~~See~~CONDENSED ~~the~~CONSOLIDATED ~~accompanying~~BALANCE ~~notes to these unaudited condensed financial statements~~SHEETS

	June 30, 2012			December 31, 2011
	(Unaudited)

ASSETS
Current assets:
Cash	$	15,932		$	12,895
Inventory		301,489			323,422
Accounts receivable, net		19,161			43,906
Available for sale securities		790			940
Other current assets		15,005			25,678

Total current assets		352,377			406,841

Property, plant and equipment, net		1,980,513			2,167,434

Other assets:
Patents		39,937			79,874
Deposits		2,163			2,163
Total other assets		42,100			82,037

Total assets	$	2,374,990		$	2,656,312

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,613,265		$	1,362,922
Advances, related party		60,927			67,427
Notes payable, related party		320,000			306,000
Convertible notes payable, net of deferred debt discount of $0 and $75,139,respectively		650,000			474,861

Total current liabilities		2,644,192			2,211,210

Commitments and contingencies		-			-

Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 11,000,000 shares authorized, issued and outstanding at June 30, 2012 and December 31, 2011		1,100			1,100
Common stock, $0.0001 par value; 65,000,000 shares authorized; 20,946,562 and 20,856,562 shares issued as of June 30, 2012 and December 31, 2011, respectively; 17,991,240 and 19,901,240 shares outstanding as of June 30, 2012 and December 31, 2011, respectively		2,095			2,086
Additional paid in capital		26,477,538			24,853,960
Common stock subscription		-			270,000
Due from shareholder		-			(108,519	)
Deficit accumulated during development stage		(25,163,325	)		(22,987,265	)
Accumulated other comprehensive loss		(88,910	)		(88,760	)
Treasury stock, 2,955,322 and 955,322 shares as of June 30, 2012 and December 31, 2011		(1,497,700	)		(1,497,500	)

Total stockholders’ (deficit) equity		(269,202	)		445,102

Total liabilities and stockholders’ (deficit) equity	$	2,374,990		$	2,656,312

11The ~~GOOD~~accompanying ~~ENERGY,~~notes ~~INC.~~are ~~AND~~an ~~SUBSIDIARY (a~~integral ~~development~~part ~~stage~~of ~~company)~~these unaudited ~~CONDENSED~~condensed ~~CONSOLIDATED~~consolidated ~~STATEMENTS~~financial ~~OF OPERATIONS (unaudited)~~statements

	Three months ended March 31,						From May 23, 2007 (date of inception) through
	2012			2011			March 31, 2012
REVENUE:
Sales	$	60,868		$	29,222		$	768,633
Cost of sales		176,674			114,397			1,614,928
Gross loss		(115,806	)		(85,175	)		(846,295	)
OPERATING EXPENSES:
General, selling and administrative expenses		359,921			961,260			15,938,944
Research and development		—			100,551			1,334,070
Impairment of goodwill		—			—			639,504
Depreciation and amortization		33,115			29,185			380,561
Total operating expenses		393,036			1,090,996			18,293,079
LOSS FROM OPERATIONS		(508,842	)		(1,176,171	)		(19,139,374	)
Other income/(expense):
Interest income		—			—			55,384
Interest expense		(182,281	)		—			(4,509,473	)
Realized (loss) on sale of securities		—			(17,782	)		(84,277	)
Gain on sale of property, plant and equipment		15,324			—			14,676
Total other (expense)		(166,957	)		(17,782	)		(4,523,690	)
Loss before provision for income taxes		(675,799	)		(1,193,953	)		(23,663,064	)
Provision for income taxes		—			—			—
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(675,799	)	$	(1,193,953	)	$	(23,663,064	)
Net loss per common share (basic and fully diluted)	$	(0.03	)	$	(0.06	)	$	(1.32	)
Weighted average number of shares outstanding (basic and fully diluted)		19,976,401			19,856,239			17,471,385
Comprehensive loss:
Net loss	$	(675,799	)	$	(1,193,953	)	$	(23,663,064	)
Unrealized (loss) gain on securities available for sale		(150	)		4,841			(88,910	)
Comprehensive loss	$	(675,949	)	$	(1,189,112	)	$	(23,751,974	)

F-1

~~See~~11 ~~accompanying~~GOOD ~~notes~~ENERGY, toINC. ~~these~~AND ~~unaudited condensed consolidated financial statements~~SUBSIDIARY

4(a development stage company)

~~11 GOOD ENERGY, INC. AND SUBSIDIARY (a development stage company)~~ CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH~~OPERATIONS ~~FLOWS (unaudited)~~AND COMPREHENSIVE LOSS

	For the monthsended March 31,						From May 23, 2007 (date of inception) through March 31, 2012
	2012			2011
Cash flows from operating activities:
Net loss for the period	$	(675,799	)	$	(1,193,953	)	$	(23,663,064	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		99,756			95,827			1,018,987
Amortization of debt discount		155,359			—			3,765,907
Equity compensation of services by a related party		—			—			2,024,840
Equity compensation of services to consultant		—			—			59,000
Reserve for due to shareholder		108,519						108,519
Fair value of warrants issued in connection with related party debt		—			—			139,145
Fair value of options issued for services		30,739			—			1,843,934
Impairment of goodwill		—			—			639,504
(Gain) loss on sale of property and equipment		(15,324	)		—			14,585
Realized loss on sale of securities available for sale		—			17,782			84,277
Changes in operating assets and liabilities:
Inventory		64,679			92,353			(232,507	)
Accounts receivable		25,673			36,932			(18,233	)
Other current assets		5,962			6,950			138,294
Accounts payable and accrued liabilities		81,538			253,948			1,484,492
Net cash used in operating activities		(118,898	)		(690,161	)		(12,621,581	)
Cash flows from investing activities:
Acquisition, net of cash acquired		—			—			(588,952	)
Proceeds from sale of property and equipment		27,255			—			49,955
Purchase of property, plant and equipment		—			—			(3,039,723	)
Payments for acquisition of patent		—			(7,027	)		(79,874	)
Proceeds from sale of securities available for sale		—			556,069			1,108,515
Purchase of securities available for sale		—			—			(1,282,492	)
Net cash provided by (used in) investing activities		27,255			548,862			(3,832,571	)
Cash flows from financing activities:
Proceeds from sale of shares to founders		—			—			2,070
Due from shareholder		—			—			(895,663	)
Proceeds from related party advance		—			170,350			67,427
Proceeds from common stock subscription and sale of common stock		—			—			10,748,069
Proceeds from issuance of convertible notes		100,000			—			8,689,323
Proceeds from related party note payable		—			—			331,000
Purchase of treasury stock		—			(25,000	)		(647,500	)
Payments of related party note payable		(12,000	)		—			(37,000	)
Payments of notes payable					—			(84,322	)
Payments of convertible notes		—			—			(1,710,000	)
Net cash provided by financing activities		88,000			145,350			16,463,404
Net (decrease) increase in cash and cash equivalents		(3,643	)		4,051			(3,643	)
Cash and cash equivalents at beginning of period		12,895			29,879			—
Cash and cash equivalents at end of period	$	9,252		$	33,930		$	9,252
Supplemental disclosures of cash flow information:
Income taxes paid	$	—		$	—		$	—
Interest paid	$	—		$	—		$	—
Non cash investing and financing activities:
Common stock issued to acquire 11 Good’s Energy, LTD	$	—		$	—		$	429
Common stock issued in exchange for convertible note and accrued interest	$	—		$	—		$	20,970
Common stock subscribed for conversion of convertible notes	$	—		$	—		$	6,498,709
Treasury stock received in exchange for related party note receivable and accrued interest	$	—		$	—		$	787,144
Beneficial conversion feature and value of warrants in conjunction with debt	$	155,359		$	—		$	672,414

(unaudited)

See the accompanying notes to these unaudited condensed consolidated financial statements

	Three months ended June 30,						Six months ended June 30,						From May 23, 2007 (date of inception) through June 30, 2012
	2012			2011			2012			2011

REVENUE:
Sales	$	55,680		$	68,291		$	116,548		$	97,513		$	824,313

Cost of sales		85,565			154,112			262,239			268,508			1,700,493

Gross loss		(29,885	)		(85,821	)		(145,691	)		(170,996	)		(876,180	)

OPERATING EXPENSES:
General, selling and administrative expenses		1,402,052			2,622,851			1,742,640			3,584,110			17,321,663
Research and development		-			23,162			-			123,713			1,334,070
Impairment of goodwill		-			-			-			-			639,504
Depreciation and amortization		33,758			29,185			86,206			58,371			433,632

Total operating expenses		1,435,810			2,675,198			1,828,846			3,766,194			19,728,889

LOSS FROM OPERATIONS		(1,465,695	)		(2,761,019	)		(1,974,537	)		(3,937,190	)		(20,605,069	)

Other income/(expense):

Interest income		—			—			—			—			55,384
Interest expense		(44,990	)		(8,726	)		(227,271	)		(8,726	)		(4,554,463	)

Realized (loss) gain on sale of securities		-			(195,300	)		-			(213,083	)		(84,277	)
Gain on sale of property, plant and equipment		10,424			—			25,748			—			25,100

Loss before provision for income taxes		(1,500,261	)		(2,965,045	)		(2,176,060	)		(4,158,999	)		(25,163,325	)

Provision for income taxes		—			—			—			—			—

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,500,261	)	$	(2,965,045	)		(2,176,060	)	$	(4,158,999	)	$	(25,163,325	)

Net loss per common share basic and fully diluted	$	(0.08	)	$	(0.15	)	$	(0.11	)	$	(0.21	)	$	(1.47	)

Weighted average number of shares outstanding basic and fully diluted		19,507,722			19,877,996			19,742,062			19,867,177			17,208,015

Comprehensive loss:
Net loss	$	(1,500,261	)	$	(2,965,045	)	$	(2,176,060	)	$	(4,158,999	)	$	(25,163,325	)
Unrealized (loss) gain on securities available for sale		-			193,320			(150	)		198,161			(88,910	)

Comprehensive loss	$	(1,500,261	)	$	(2,771,725	)	$	(2,176,210	)	$	(3,960,838	)	$	(25,252,235	)

5The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

~~11 GOOD ENERGY, INC. AND SUBSIDIARY (a development stage company) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011~~F-2

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Six months ended June 30,						From May 23, 2007 (date of inception) through June 30, 2012
	2012			2011
Cash flows from operating activities:
Net loss	$	(2,176,060	)		(4,158,999	)	$	(25,163,325	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		210,509			191,653			1,129,740
Amortization of debt discount		175,139			8,726			3,785,687
Equity compensation of services by a related party		-			-			2,024,840
Equity compensation of services to consultant		-			-			59,000
Reserve for due to shareholder		108,519						108,519
Fair value of warrants issued in connection with related party debt		557,270			-			696,415
Fair value of stock options and warrants issued for services		696,117			1,911,895			2,509,312
Expenses paid by related party on behalf of the Company in exchange for notes payable		34,000			-			34,000
Impairment of goodwill		-			-			639,504
Gain on sale of property and equipment		(25,748	)		-			(25,100	)
Realized loss on sale of securities available for sale		-			213,083			84,277
Changes in operating assets and liabilities:
Inventory		21,933			154,790			(275,253	)
Accounts receivable		24,745			13,429			(19,161	)
Other current assets		10,673			(22,283	)		143,005
Accounts payable and accrued liabilities		251,685			484,243			1,654,639

Net cash used in operating activities		(111,218	)		(1,205,563	)		(12,613,901	)

Cash flows from investing activities:
Acquisition, net of cash acquired		-			-			(588,952	)
Proceeds from sale of property and equipment		40,755			-			63,455
Purchase of property, plant and equipment		-			-			(3,039,723	)
Payments for acquisition of patent		-			(7,027	)		(79,874	)
Proceeds from sale of securities available for sale		-			560,769			1,108,515
Purchase of securities available for sale		-			-			(1,282,492	)

Net cash provided by (used in) investing activities		40,755			553,562			(3,819,071	)

Cash flows from financing activities:
Proceeds from sale of shares to founders		-			-			2,070
Due from shareholder/related party		-			(25,000	)		(895,663	)
(Repayment of) proceeds from related party advance		(6,500	)		132,641			60,927
Proceeds from common stock subscription and sale of common stock		-			225,000			10,748,069
Proceeds from issuance of convertible notes		100,000			250,000			8,689,323
Proceeds from related party note payable		-			50,000			331,000
Purchase of treasury stock		-						(647,500	)
Payments of related party note payable		(20,000	)		-			(45,000	)
Payments of notes payable		-			-			(84,322	)
Payments of convertible notes		-			-			(1,710,000	)

Net cash provided by financing activities		73,500			632,641			16,448,904

Net increase (decrease) in cash and cash equivalents		3,037			(17,360	)		-
Cash and cash equivalents at beginning of period		12,895			29,879			-

Cash and cash equivalents at end of period	$	15,932			12,519		$	15,932

Supplemental disclosures of cash flow information:
Income taxes paid	$	-			-		$	-
Interest paid	$	-			-		$	-
Non cash investing and financing activities:
Common stock issued to acquire 11 Good’s Energy, LTD	$	-			-		$	429
Common stock issued in exchange for convertible note and accrued interest	$	-			-		$	20,970
Common stock subscribed for conversion of convertible notes	$	-			-		$	6,498,709
Treasury stock received in exchange for related party note receivable and accrued interest	$	-			-		$	787,144
Beneficial conversion feature and value of warrants in conjunction with debt	$	175,139			-		$	695,193

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Basis and business presentation

The accompanying unaudited condensed consolidated financial statements of 11 Good Energy, Inc., (the “Company”), have been prepared in accordance with Regulation S-X of the Securities and Exchange Act, as amended, and instructions to Form 10-Q. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three months and six month period ended ~~March~~June 3130, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

The unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2011, included in the Company’s annual report on its Form 10-K filed with the SEC on April 16, 2012.

The condensed ~~consolidated~~ consolidated financial statements as of December 31, 2011 contained herein have been derived from the audited ~~consolidated~~ consolidated financial statements at ~~that~~December ~~date~~31, 2011 but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries 11 Good’s Energy, LTD (“11 Good’s”) and 11 Good Energy Sciences, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Dependency on key management

The Company entered into an agreement with its former Chief Executive Officer, Frederick C. Berndt, and with its former Chief Financial Officer, Daniel T. Lapp, for them to resign as executive officers and directors of the Company in effective April 27, 2012. Gary R. Smith, Chief Operating Officer and a director, has tentatively agreed to act as interim Chief Executive Officer and E. Jamie Schloss, a director of the Company, has agreed to serve as interim Chief Financial Officer. As both of these appointments are expected to be for a short term, the success of the Company and its ability to pursue its business strategy will depend upon the successful recruitment and retention of highly skilled and experienced managerial, marketing and technical personal. The Company can provide no assurances that such personnel will be obtained by us on terms satisfactory to us, if at all.

Reclassifications

Certain reclassifications have been made to prior ~~year’s~~periods consolidated financial statements and notes thereto for comparative purposes to conform to current period’s presentation. These reclassifications have no effect on previously reported results of operations.

New accounting pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain amounts and disclosure. Accordingly, actual results could differ from these estimates.

NOTE 2 – GOING CONCERN MATTERS

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred net losses attributable to common shareholders of $~~675~~2,~~799~~ 176,060 and used of $~~118~~111,~~898~~ 218 in cash for operating activities for the ~~quarter~~six months ended ~~March~~June 3130, 2012, ~~incurred~~ has a negative working capital (current liabilities exceeded current assets) of $2,~~129~~291,~~373~~815 and a deficit accumulated during development stage of $2325,~~663~~163,~~064~~ 325 as of ~~March~~June 3130, 2012. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

F-4

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

NOTE 3 – INTANGIBLE ASSETS

Patents

Patents are capitalized at incurred costs and are amortized ratably over the lesser of their economic or legal life. Effective ~~As of~~ January 1, 2012 the patents are being amortized over a 12 month life and $1920,~~343~~594 and $39,937 was amortized during the ~~period~~three and six months ended ~~March~~June 3130, 2012, respectively.

11 GOOD ENERGY, INC. AND SUBSIDIARY (a development stage company) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011

NOTE 3 – INTANGIBLE ASSETS (CONTINUED)

Goodwill

The Company did not amortize goodwill. The Company recorded goodwill in the amount of $639,504 as a result of the acquisition of 11 Good’s Energy LTD during the year ended December 31, 2007.

During the year ended December 31, 2011, the Company’s management performed an evaluation of its goodwill for purposes of determining the implied fair value of the assets at the end of the year. The test indicated that the recorded remaining book value of its goodwill exceeded its fair value at December 31, 2011 and therefore recorded an impairment charge to 2011’s operations of $639,504 ($0.03 per share) reducing the carrying value to $0. Considerable management’s judgment is necessary to estimate the fair value. Accordingly actual results could vary significantly from management’s estimates.

NOTE 4 – INVENTORIES

Inventory is stated at the lower of cost or market. The cost is determined using the first-in first-out method. Costs of finished goods inventory include costs associated with the procurement and transportation of Soybean oil and other raw materials used in the manufacture of G2 Diesel.

As of ~~March~~June 3130, 2012 and December 31, 2011, inventories are comprised of the following:

	2012		~~2011~~	2011
Raw materials	$	~~216~~235,~~200~~279	$	~~240,223~~$	240,223
Finished fuel		4266,~~543~~210		~~83,199~~	83,199
Total	$	~~258~~301,~~743~~489	$	~~323,422~~$	323,422

NOTE 5 – OTHER CURRENT ASSETS

Other current assets as of ~~March~~June 3130, 2012 and December 31, 2011 are comprised of the following:

	2012		~~2011~~	2011
Prepaid insurance	$	1915,~~716~~005	$	~~17,553~~$	17,553
Prepaid other expenses		—-		~~8,125~~	8,125
Total	$	1915,~~716~~005	$	~~25,678~~$	25,678

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment at ~~March~~June 3130, 2012 and December 31, 2011 consist of the following:

	2012		~~2011~~	2011
Leasehold improvements	$	345,381	$	~~345,381~~$	345,381
Factory equipment		2,~~381~~364,478		~~2,381,478~~	2,381,478
Furniture and fixtures		21,709		~~21,709~~	21,709
Office equipment		20,545		~~20,545~~	20,545
Vehicles		—-		~~45,213~~	45,213
Computer equipment and software		102,846		102,846
Computer equipment and soft ware		102,846			102,846
Web design		51,505		~~51,505~~	51,505
Total		2,~~923~~906,464		~~2,968,677~~	2,968,677
Less accumulated depreciation		~~848~~925,~~374~~951		~~801,243~~	801,243
Net	$	21,~~075~~980,~~090~~513	$	~~2,167,434~~$	2,167,434

Property and equipment are recorded on the basis of cost. For financial statement purposes, property, plant and equipment are depreciated using the straight-line method over their estimated useful lives.

The Company recorded a gain of $1510,~~324~~424 and $25,748 from the sale of anequipment ~~automobile during~~for the ~~quarter~~three and six months ended ~~March~~June 3130, 2012, respectively.

Depreciation expense was $8090,~~413~~159 and $95,827 for the three months ended ~~March~~ 31June 30, 2012 and 2011, respectively, of which $6676,~~641~~995 and $66,642 were included as part of cost of sales, respectively.

7Depreciation expense was $170,572 and $191,653 for the six months ended June 30, 2012 and 2011, respectively, of which $124,293 and $133,282 were included in cost of sales, respectively.

~~11 GOOD ENERGY, INC. AND SUBSIDIARY (a development stage company) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011~~F-5

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

NOTE 7 – CONVERTIBLE NOTES PAYABLE

A summary of convertible notes payable as of June ~~March 31~~30, 2012 and December 31, 2011 are as follows:

	2012		~~2011~~	2011
Senior convertible note, 11% per annum, due December 31, 2011, currently in default	$	250,000	$	~~250,000~~$	250,000
Senior convertible note, 11% per annum, due December 31, 2011; currently in default		100,000		~~100,000~~	100,000
Senior convertible note, 11% per annum, due March 8, 2012, currently in default		200,000		~~124,861~~	124,861
Senior Convertible note, 11% per annum, due April 18, 2012 (1)		80,220		—
Senior Convertible note, 11% per annum, due April 18, 2012 , currently in default		100,000			-
Total		~~630~~650,~~220~~000		~~474,861~~	474,861
Less current portion		~~630~~650,~~220~~000		~~474,861~~	474,861
Long term portion	$	—-	$	—$	-

~~(1)~~During the ~~Currently~~six months ended June 30, 2012 the Company issued of $100,000 in ~~default~~unsecured Convertible Promissory Notes that matured April 18, 2012. The Promissory Notes bears interest at a rate of 11% per annum and are convertible into 33,333 shares of the Company’s common stock, at a conversion rate of $3.00 per share. Interest can also be converted into common stock at the conversion rate of $3.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued warrants to purchase 60,000 shares of the Company’s common stock at $5.00 per share through December 31, 2014. In accordance ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the notes. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $100,000 of the proceeds during the six months ended June 30, 2012, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period as interest expense. The remaining unamortized debt discount has been fully amortized at maturity date, April 18, 2012.

~~During the three months ended March 31, 2012 the Company issued a $100,000 secured Convertible Promissory Note that matures on April 18, 2012.~~ The ~~Promissory~~ ~~Note bears interest at a rate of 11% per annum and will be convertible into 33,333 shares of the~~ Company’s ~~common~~valued ~~stock, at a conversion rate of $3.00 per share. Interest can also be converted into common stock at~~ the ~~conversion rate of $3.00 per share. In connection with the issuance of the Convertible Promissory Note, the Company issued~~ warrants toin ~~purchase 60,000 shares of the Company’s common stock at $5.00 per share through December 31, 2014. In~~ accordance with ASC 470-20, ~~the~~using ~~Company recognized an embedded beneficial~~the ~~conversion~~Black-Scholes ~~feature~~pricing ~~present~~model inand ~~the~~under ~~notes. The Company allocated a portion of~~ the ~~proceeds~~ ~~equal~~following toassumptions: ~~the~~contractual ~~intrinsic~~terms ~~value~~ of ~~that~~2 ~~feature~~ to ~~additional~~3 ~~paid-in capital.~~years, ~~The Company recognized and measured~~ an ~~aggregate~~average ofrisk ~~$100,000 of the~~free ~~proceeds~~interest ~~during~~rate ~~the~~of ~~three~~0.35% ~~months~~a ~~ended~~dividend ~~March~~yield ~~31, 2012, which is equal to the intrinsic value~~ of ~~the embedded beneficial conversion feature~~0%, ~~to additional paid-in capital~~ and avolatility ~~discount~~of ~~against the note~~129.65%. The debt discount attributed to the ~~beneficial~~value ~~conversion~~of ~~feature~~the warrants issued is amortized over the ~~note~~notes’s maturity period as interest expense.

The Company recognized ~~valued~~amortization ~~the~~debt ~~warrants~~discount inof ~~accordance~~$19,779 ~~with~~and ~~ASC~~$175,139 ~~470-20~~to ~~using~~current ~~the~~period ~~Black-Scholes~~operations ~~pricing~~as ~~model~~interest ~~and~~expense ~~under~~for the ~~following~~three ~~assumptions~~and six ~~contracted~~months ~~terms~~ended ofJune ~~3 years~~30, ~~an average risk free interest rate of 0.35% a dividend yield of 0%~~2012, ~~and volatility of 129~~respectively.~~65%.~~

The Company amortized debt discount of $155,359 to current period operations as interest expense for the three months ended March 31, 2012.

NOTE 8 – RELATED PARTY TRANSACTIONS

Due to related party

During the year ended December 31, 2011 the Company’s prior year’s officers advanced an aggregate of $67,427 for working capital purposes to the Company. The advances are short term, non-interesting bearing and are due upon demand. ~~As of March 31, 2012 the total outstanding to the officers is $65,927.~~

During the six months ending June 30, 2012 the Company repaid $6,500 in advances due to a related party.

Notes payable, related party

A summary of notes payable, related party as of ~~March~~June 3130, 2012 and December 31, 2011 are as follows:

	2012		~~2011~~	2011
Note payable, issued May 15, 2011 with interest at 9% per annum, due on demand, unsecured	$	50,000	$	50,000
Note payable, issued May 15, 2011 with interest at 9% per annum, due on demand,unsecured	$	50,000		$	50,000
Note payable, issued August 5, 2011 with interest at 6% per annum, due on demand, unsecured		100,000		~~100,000~~	100,000
Note payable, issued August 11, 2011 with interest at 6% per annum, due on demand, unsecured		68,000		~~68,000~~	68,000
Note payable, issued August 19, 2011 with interest at 6% per annum, due on demand, unsecured		68,000		~~68,000~~	68,000
Note payable, issued November 21, 2011 with interest at 6% per annum, due on demand, unsecured		~~8,000~~-		~~20,000~~	20,000
Total		294,000		306,000
Note payable, issued May 4, 2012 with interest at Nil%, due on demand, unsecured		34,000
Less current portion		294,000		306,000
Total		320,000			306,000
Long term portion	$	—	$	—
Less current portion		320,000			306,000
Long term portion	$	—		$	—

In connection with the issuance of the August, 2011 promissory notes, the Company issued detachable warrants granting the holders the right to acquire an aggregate of 180,000 shares of the Company’s common stock at $3.00 per share. The warrants expire three years from the issuance. In accordance with ASC 470F-20, the Company recognized the value attributable to the warrants in the amount of $139,145 to additional paid in capital and a charge to interest in 2011’s operations. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 3 years, an average risk free interest rate of 0.34% to 0.49%, a dividend yield of 0%, and volatility of 126.31% to 127.23%.6

811 GOOD ENERGY, INC. AND SUBSIDIARY

~~11 GOOD ENERGY, INC. AND SUBSIDIARY~~ (a development stage company) ~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012, AND 2011

NOTE 8 – RELATED PARTY TRANSACTIONS (CONT’D)

During the six months ended June 30, 2012, a related party paid $34,000 of the Company’s operating expenses directly to certain vendors in exchange for a note payable due on demand at non-interest bearing.

In connection with the issuance of the August, 2011 promissory notes, the Company issued detachable warrants granting the holders the right to acquire an aggregate of 180,000 shares of the Company’s common stock at $3.00 per share. The warrants expire three years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants in the amount of $139,145 to additional paid in capital and a charge to interest in 2011’s operations. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 3 years, an average risk free interest rate of 0.34% to 0.49%, a dividend yield of 0%, and volatility of 126.31% to 127.23%.

On May 4, 2012, the Company cancelled the warrants to purchase of its common stock in an aggregate of 180,000 shares at $3.00 per share with a term of 3 years issued in connection with the related party promissory notes in August 2011 and replaced with new warrants to purchase 330,000 shares at $1.00 per share with a term of 5 years. The Company valued the warrants based on Black-Scholes pricing model and under the following assumptions: contractual terms of 5 years, an average risk free interest rate of 0.35%, a dividend yield of 0%, and volatility of 129.65%. The Company also issued to Mr. Lane 50,000 warrants to purchase common shares at $1.00 each exercisable for a term of 5 years.

The Company recorded an incremental charge of $557,270 to its operations on the modification date, May 4, 2012 resulted from the modified terms and the increased shares.

The Company also issued options and warrants to purchase a total of 350,000 shares of its common stock at $5.00 per share with a term of 5 years to three directors and their affiliated companies.

Facilities

Since April 1, 2008, the Company has occupied warehouse space provided by one of the Company’s founders. The Company agreed to pay a total of $1 per month for the space. The Company records this fee as rent expense when incurred. During this time period, the Company constructed a leasehold improvement to the leased warehouse space for the purpose of locating our bio-fuel manufacturing facility.

The Company also leases office space for its executive and administrative offices at a rent of $4,500 per month to month basis.

Receivable from purchase of treasury stock

Pursuant to his employment agreement, Frederick C. Berndt, a former director and founder, entered into a revolving note agreement with the Company beginning on November 11, 2007. The Company initiated the note arrangement to allow Mr. Berndt to assist the Company, primarily in the early stages of development, personally with operating capital as required. In addition, the Company initiated the note to allow the Company to assist Mr. Berndt with cash advances used for costs incurred during the process of improving the Company’s marketing, political and ~~regulatory~~ regulatory exposure. The cash advances exceeded the amounts of reimbursable costs resulting in amounts Mr. Berndt owed back to the Company. Mr. Berndt has agreed to reimburse the Company for the excess costs of these promotions. These costs consisted primarily of travel and sponsorship costs. The Company charges 5% interest per annum calculated on the last day of the year based on an average of the quarterly balance of the note. The balance of the note including interest of $27,915 ~~becomes~~became due on December 31, 2009, with a term of 30 days to settle the note payable.

On December 15, 2009, the Company accepted 425,000 shares of the Company’s common stock held by Mr. Berndt in full settlement of the outstanding note receivable and related accrued interest for $787,144 and recorded an accrued liability due to Mr. Berndt for $62,856. The fair value of the shares issued was determined based on the recent sale of the Company’s common stock. The amount due ~~from~~to Mr. Berndt at ~~March~~June 3130, 2012 was $6560,927.

In November 2010, the Company advanced $53,519 to acquire the Company’s common stock (treasury stock) from a shareholder. During the year ended December 31, 2011, the Company advanced an additional $55,000 to acquire the Company’s common stock (treasury stock) from the same shareholder. As of December 31, 2011, the common stock has not been received and accordingly was accounted for as due from shareholder and included in the stockholders’ equity.

Consistent with ASC 505-10-45 (“Equity-Other Presentation”), the amount recorded on the balance sheet at December 31, 2011 was presented as a deduction from stockholders’ equity. This is also consistent with Rule 5-02.30 of Regulation S-X of the Code of Federal Regulations.

As of ~~March~~June 3130, 2012, the Company’s management performed an assessment of the ~~collectability~~collectibility of the amount due from ~~shareholder~~shareholders of $108,519 ~~and~~ and provided a full reserve and ~~charged~~changed to operations for the ~~three~~six months ended ~~March~~ 31June 30, 2012.

NOTE 9 – CAPITAL STOCK

Preferred stock

On June 22, 2007, the Board of Directors designated 11,000,000 shares as Series A preferred stock (“Series A Preferred Stock”), with a par value of $0.0001 per share. This is the total number of authorized preferred Series A shares outstanding. The preferred stock is not entitled to any preference upon liquidation, dividend rights and has no conversion rights into the Company’s common stock. The Series A Preferred Stock is entitled to one vote equivalent to one share of common stock on the record date for the vote or consent of shareholders, and with respect to such vote, each holder of Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of the Company’s common stock.

On June 22, 2007, the Company issued at par value an aggregate of 11,000,000 shares of preferred stock to ~~founders~~a founder for activities prior to the formation of the Company and relating to its incorporation.

As of ~~March~~June 3130, 2012 and December 31, 2011, there were 11,000,000 Series A preferred stock issued and outstanding.

F-7

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

NOTE 9 – CAPITAL STOCK (continued)

Common stock

In March 2010, the Board approved and the stockholders ratified an increase in the number of authorized common shares to 65,000,000. To reflect this change, a certificate of amendment to the Company’s certificate of incorporation was filed with the Secretary of state of the state of Delaware on March 22, 2010.

On May 23, 2007, the Company issued at par value an aggregate of 9,700,000 shares of common stock to founders for activities prior to the formation of the Company and relating to its incorporation.

On June 27, 2007, the Company issued an aggregate of 300,000 shares of common stock in exchange for future services valued at $156,000. The fair value of the common stock was determined based upon the quoted market price on the date of issuance of the shares. Management assumes all responsibility for the amounts recorded as a result of the consulting services performed.

On October 23, 2007, the Company issued, at par value, an aggregate of 4,285,714 shares of its common stock in connection with the acquisition of 11 Good’s ~~at par~~wholly ~~value~~owned subsidiary.

Between August 2009 and February 2010, the Company has received net proceeds of $10,253,069, through the subscription for common stock consisting of 3,977,333 shares of common stock and 1,988,667 warrants. All common shares subscribed were issued during the year ended December 31, 2010. Between April and May 2011, the Company received additional gross proceeds of $225,000 from the sale of 45,000 shares of Common Stock at $5.00 per share and two year Warrants to purchase 22,500 shares, exercisable at $7.50 per share from date of issuance through June 30, 2013. Between July 2011 and December 2011, the Company received $270,000 from the sale of 90,000 shares of common stock at $3.00 per share and Warrants to purchase 90,000 shares, exercisable at $5.00 per share from two years from the date of issuance. The 90,000 shares of common stock have not been issued as of December 31, 2011 and were accounted for as common stock subscription payable, which shares were issued on March 20, 2012.

9As of March 31, 2012, there were 20,946,562 shares issued and as a result of there being 955,322 shares held in treasury, the outstanding shares were reduced to 19,901,240. In April, 2012, Mr. Berndt, a former officer and director of the Company, agreed to return 2,000,000 shares of common stock to the Company (which are being held as treasury stock) , as described below, thereby reducing the outstanding shares to 17,991,240 at June 30, 2012.

11On ~~GOOD~~April ~~ENERGY~~9, ~~INC~~2012, Mr. Berndt ~~AND~~in ~~SUBSIDIARY~~connection with his resignation (asee ~~development~~Note ~~stage~~13 ~~company~~– Subsequent Events) ~~NOTES~~agreed TOto ~~UNAUDITED~~transfer ~~CONDENSED~~his ~~CONSOLIDATED~~11,000,000 ~~FINANCIAL~~shares ~~STATEMENTS~~of the ~~MARCH~~Company’s 31Series A Preferred Stock to John D. Lane. Mr. Berndt also agreed to return to the Company’s treasury 2,000,000 ~~2012~~shares ~~AND~~of ~~2011~~Common Stock owned by him which were reclaimed and are being held as treasury stock in exchange for Warrants to purchase 2,000,000 shares of Common Stock, exercisable over a term of five years at $5.00 per share. The Warrants provide for a cashless exercise of same in the event the Company’s Common Stock is exercised at a time when the Company’s Common Stock is trading on NASDAQ, Exchange or Over-the-Counter Market at a price of at least $15.00 per share.

~~NOTE~~As 9of –June ~~CAPITAL~~30, ~~STOCK~~2012 ~~(CONT’D)~~and December 31, 2011, there were 20,946,562 and 20,856,562 common shares issued and 17,991,240 and 19,901,240 shares outstanding, respectively.

AsNOTE of10– ~~March~~COMMITMENTS ~~31,~~AND 2012, there were 20,946,561 shares issued and as a result of there being 955,322 shares held in treasury, the outstanding shares were reduced to 19,991,239. In April, 2012, Mr. Berndt, a former officer and director of the Company, agreed to return 2,000,000 shares of common stock to the Company (which will be held in treasury upon receipt) in exchange for warrants to purchase 2,000,000 shares of the Company’s common stock. As of March 31, 2012 and December 31, 2011, there were 20,946,561 and 20,856,561 common shares issued and 19,991,239 and 19,901,239 shares outstanding; respectively.CONTINGENCIES

On April 9, 2012, Mr. Berndt in connection with his resignation (see Note 12 – Subsequent Events) agreed to transfer his 11,000,000 shares of the Company’s Series A Preferred Stock to John D. Lane. Mr. Berndt also agreed to return to the Company of 2,000,000 shares of Common Stock owned by him (which will be held in treasury stock upon receipt) in exchange for Warrants to purchase 2,000,000 shares of Common Stock, exercisable over a term of five years at $5.00 per share. The Warrants provide for a cashless exercise of same in the event the Company’s Common Stock is exercised at a time when the Company’s Common Stock is trading on NASDAQ, Exchange or Over-the-Counter Market at a price of at least $15.00 per share.

During the quarter ended March 31, 2012, the Company granted 300,000 shares of non-employee stock options at $5.00 per share which 100,000 shares vested during the three months ended March 31, 2012 with a value of $30,739 and 200,000 shares commence vesting in April, 2012.

In addition, the Company issued warrants to purchase 100,000 shares of its common stock for services exercisable at $5.00 per share over a period of five years commencing April 2012.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Employment and consulting contracts

As of ~~March~~June 3130, 2012 and December 31, 2011, all commitments for business consulting services expired and are on a month to month basis.

Litigation

In September 2011, William L. Miller “Plaintiff” commenced an action in the Court of Common Pleas, Stark County, Ohio, against Frederick C. Berndt and 11 Good Energy, Inc. “Defendants” Plaintiff alleges that Mr. Berndt incurred charges for expenses relating to the business of the Corporation utilizing Plaintiff’s credit card account with American Express, which card Plaintiff allegedly permitted Mr. Berndt to utilize so long as Defendants would repay Plaintiff prior to the time he became liable for interest and penalties. The cause of action for breach of contract and unjust enrichment seeks the return of approximately $81,000 allegedly loaned by Plaintiff to the Defendants. From monies the Company owes Frederick C. Berndt, the Company recorded the $81,000 liability due to the filed judgment Mr. Berndt has agreed to reduce the balance due to him in the amount of $81,000 from the funds he advanced to the Company. In 2012, the Company paid approximately $11,000 to Mr. Miller and Mr. Berndt paid approximately $13,500 to Mr. Miller. ~~The~~At ~~Company~~June ~~anticipates~~30, ~~this~~2012, Mr. Miller was owed approximately $56,000 plus interest. While the Company does not accept any legal liability to beMr. ~~paid~~Miller in ~~2012~~this matter, ~~either~~it ~~through~~has fully accrued any possible liability pending the ~~Company~~outcome orof this matter, by conditionally offsetting(reducing) amounts owed by the Company to Mr. Berndt ~~personally~~.

In February 2012, a stockholder “Plaintiff” commenced a lawsuit against the Company and other Defendants in the Circuit Court in Orange County, Florida. The lawsuit pertains to the stockholders’ investment of $400,000 in the Company’s securities. Prior to the filing of the lawsuit, Frederick C. Berndt, Chief Executive Officer of the Company, verbally agreed with the stockholder to return his $400,000 in periodic payments against the return and cancellation of the related securities. The Company made payment of $108,519 before ceasing of making any additional payments. The Plaintiff has failed to return to the Company the securities which relate to the monies received by Plaintiff. Plaintiff is alleging fraud in the inducement as it pertains to his investment in the Company as well as fraudulent and negligent misrepresentations, breach of contract and conversion. Plaintiff is seeking damages which include, but are not limited to $400,000 (less payments received by plaintiff), attorney, court costs and interest. The Company anticipates that upon receipt of funding and/or its common stock begins trading on a public market, this shareholder would be able to sell their common stock.

On March 7, 2012, Jason A. Weiss “Plaintiff” commenced an action in the Court of Common Pleas, Stark County, Ohio against Defendants, 11 Good Energy and Frederick C. Berndt “Defendants”. Mr. Weiss alleges that he was employed by the Company for a term of one year at a salary of $15,000 per month, that he was entitled to receive relocation expenses and reimbursement of certain expenses and he was entitled to receive 130,000 shares of Common Stock of the Company upon his commencing of employment with Defendant, 11 Good Energy, in January 2011. Plaintiff alleges that Defendants made various representations to him pertaining to his employment and otherwise which were false and misleading. Plaintiff is suing the Defendants for breach of contract, unjust enrichment, promissory estoppel, fraudulent inducement, seeking to pierce the corporate veil, wrongful termination in violation of public policy and Defendants’ liability under the whistle blower provisions of Ohio law. The amount of money being sought by Plaintiff will be the amount allegedly damaged and proven at trial. The Company believes this suit to be from a disgruntled former consultant. We had no written agreement with Mr. Weiss and worked with him on certain marketing efforts on the condition of performance. He performed none of his promised actions and we terminated our relationship with the Plaintiff. The Company plans to vigorously contest these allegations and is contemplating a countersuit for damages to the Company.F-8

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

NOTE 10 – COMMITMENTS AND CONTINGENCIES (continued)

Prior to the filing of the lawsuit, Frederick C. Berndt, the former Chief Executive Officer of the Company, initially verbally agreed with the stockholder to return his $400,000 in periodic payments against the return and cancellation of the related securities. The Company made payment of $108,519 before ceasing of making any additional payments. The Plaintiff has failed to return to the Company the securities which relate to the monies received by Plaintiff. Plaintiff is alleging fraud in the inducement as it pertains to his investment in the Company as well as fraudulent and negligent misrepresentations, breach of contract and conversion. Plaintiff is seeking damages which include, but are not limited to $400,000 (less payments received by Plaintiff), attorney, court costs and interest. The Company anticipates that upon receipt of funding and/or its common stock begins trading on a public market, this shareholder would be able to sell their common stock.

On March 7, 2012, Jason A. Weiss “Plaintiff” commenced an action in the Court of Common Pleas, Stark County, Ohio against Defendants, 11 Good Energy and Frederick C. Berndt “Defendants.” Mr. Weiss alleges that he was employed by the Company for a term of one year at a salary of $15,000 per month that he was entitled to receive relocation expenses and reimbursement of certain expenses and he was entitled to receive 130,000 shares of Common Stock of the Company upon his commencing of employment with Defendant, 11 Good Energy, in January 2011. Plaintiff alleges that Defendants made various representations to him pertaining to his employment and otherwise which were false and misleading. Plaintiff is suing the Defendants for breach of contract, unjust enrichment, promissory estoppel, fraudulent inducement, seeking to pierce the corporate veil, wrongful termination in violation of public policy and Defendants’ liability under the whistle blower provisions of Ohio law. The amount of money being sought by Plaintiff will be the amount allegedly damaged and proven at trial. The Company believes this suit to be from a disgruntled former consultant. We had no written agreement with Mr. Weiss and worked with him on certain marketing efforts on the condition of performance. He performed none of his promised actions and we terminated our relationship with the Plaintiff. The Company plans to vigorously contest these allegations and is contemplating a countersuit for damages to the Company.

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings other than described above that it believes they may have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

We are unable to determine the outcome of the above lawsuits and or the related costs, if any, at this time.

NOTE 11 – FAIR VALUE

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

11 GOOD ENERGY, INC. AND SUBSIDIARY (a development stage company) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011

NOTE 11 – FAIR VALUE (CONT’D)

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value ~~requires~~ requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of ~~March~~June 3130, 2012:

	Total		~~Quoted Prices in Active Markets for Identical Instruments Level 1~~	Quoted Prices inActive Markets forIdenticalInstrumentsLevel 1		~~Significant Other Observable Inputs Level 2~~		SignificantOtherObservableInputsLevel 2	~~Significant Unobservable Inputs Level 3~~		SignificantUnobservableInputsLevel 3
Assets:
Assets :
Securities available for sale	$	790	$	~~790~~$	790	$	—	$	$—	—	$	—
Total	$	790	$	~~790~~$	790	$	—	$	$—	—	$	—

~~The following table provides a summary of changes in fair value of the Company’s Level 1 financial assets as of March 31, 2012:~~F-9

Balance, December 31, 2010:	$	576,990
Securities sold		(773,851	)
Unrealized gain		197,801
Balance, December 31, 2011	$	940
Unrealized loss		(150	)
Balance, March 31, 2012	$	790

11 GOOD ENERGY, INC. AND SUBSIDIARY

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011

NOTE 11 – FAIR VALUE (continued)

The following table provides a summary of changes in fair value of the Company’s Level 1 financial assets as of June 30, 2012:

Balance, December 31, 2010:	$	576,990
Securities sold		(773,851	)
Unrealized gain		197,801
Balance, December 31, 2011	$	940
Unrealized loss		(150	)
Balance, June 30, 2012	$	790

The Company adopted the provisions of ASC 825-10 prospectively effective as of the beginning of Fiscal 2008. For financial assets and liabilities included within the scope of ASC 825-10, the Company will be required to adopt the provisions of ASC 825-10 prospectively as of the beginning of Fiscal 2009. The adoption of ASC 825-10 did not have a material impact on our consolidated financial position or results of operations.

The fair value of the assets, securities available for sale, at ~~March 31~~June 30, 2012 was grouped as Level 1 valuation as the market price was readily available.

NOTE 12 – ~~SUBSEQUENT~~EMPLOYMENT ~~EVENTS~~AGREEMENT

On ~~April~~May 915, 2012, the Company entered into an employment agreement ~~with~~dated ~~its~~as ~~former~~ of May 9, 2012 to engage Mario Larach as Chief Executive Officer, ~~Frederick~~and C.a ~~Berndt~~director of the Company, it ~~and~~being ~~with~~understood that he would assume these positions the morning after the Company filed its ~~former~~Form ~~Chief~~10-Q for the quarter ended ~~Financial~~March ~~Officer~~31, ~~Daniel~~2012. TMr. ~~Lapp~~Larach will be paid $10,000 ~~for~~per ~~them~~month, which will increase to ~~resign~~$16,250 asper ~~executive~~month ~~officers~~at ~~and directors~~such oftime as the Company raises ~~effective~~additional ~~April~~financing 27of at least $2,000,000 ~~2012~~(the “financing”). Mr. ~~Gary~~Larach R.also ~~Smith,~~would ~~Chief Operating~~have ~~Officer~~been ~~and~~entitled to receive a ~~director~~$20,000 ~~has~~signing ~~tentatively~~bonus ~~agreed~~payable toupon ~~act~~the asCompany ~~interim Chief~~completing ~~Executive~~such ~~Officer~~financing. EMr. ~~Jamie~~Larach ~~Schloss,~~received awarrants ~~director~~to purchase 200,000 shares of the Company,’s ~~has tentatively~~Common ~~agreed~~Stock toexercisable ~~serve~~over asa ~~interim~~term ~~Chief~~of ~~Financial~~five ~~Officer.~~years Asat ~~both~~an exercise price of $5 per share, ~~these~~with ~~appointments~~50,000 ~~are~~vested ~~expected~~immediately. toThese beWarrants ~~for~~contain a ~~short~~cashless ~~term,~~exercise provision in the ~~success~~event ofthe Company’s Common Stock is trading in the Over-the-Counter Market at a price above $15 per share for at least ten consecutive trading days. Mr. Larach ~~Company~~was ~~and~~issued ~~its~~fully ~~ability~~vested Warrants to ~~pursue~~purchase ~~its~~50,000 ~~business~~shares ~~strategy~~of ~~will~~Common ~~depend~~Stock ~~upon~~also ~~the~~exercisable at $5 per share for a period of five ~~successful~~years ~~recruitment~~from ~~and~~the ~~retention~~date that Mr. Larach joined the Board of ~~highly~~Directors. ~~skilled~~These ~~and~~Warrants ~~experienced~~do not have a cashless exercise provision. Six ~~managerial~~months after commencement of his employment contract, ~~marketing~~the Board of Directors will meet with Mr. Larach to review his performance and ~~technical~~his ~~personal~~compensation. WeWhile ~~can~~the ~~provide~~term noof ~~assurances~~his ~~that such~~employment ~~personnel~~agreement ~~will~~is befor ~~obtained~~a byterm usof ontwo ~~terms~~years, ~~satisfactory~~there are provisions in the contract which could lead to ~~us,~~an ifearlier attermination ~~all~~(see Note 13 – Subsequent Events).

OnNOTE ~~April~~13 9,– ~~2012,~~SUBSEQUENT Mr. Berndt in connection with the resignations described in the preceding paragraph agreed to transfer his 11,000,000 shares of Series A Preferred Stock to John D. Lane. Mr. Berndt also agreed to return to the Company of 2,000,000 shares of Common Stock owned by him (which will be held in the treasury stock upon receipt) in exchange for Warrants to purchase 2,000,000 shares of Common Stock, exercisable over a term of five years at $5.00 per share. The Warrants provide for a cashless exercise of same in the event the Company’s Common Stock is exercised at a time when the Company’s Common Stock is trading on NASDAQ, Exchange or Over-the-Counter Market at a price of at least $15.00 per share. EVENTS

On ~~May~~July 1516, 2012, ~~the~~Mario Larach ~~Company~~resigned ~~entered~~as ~~into~~ an ~~employment~~officer ~~agreement~~and ~~dated as~~director of ~~May~~the 9,Company ~~2012~~and toterminated ~~engage~~his ~~Mario~~employment ~~Larach~~with asthe ~~Chief~~Company ~~Executive~~and ~~Officer~~while ~~and~~he ais ~~director~~reserving ofall ~~the~~rights he may have under his employment agreement. The Company, ithas ~~being~~taken ~~understood~~the position that he ~~will~~has ~~assume~~not ~~these~~performed ~~positions~~under the ~~morning~~terms ~~after~~of the ~~Company~~agreement ~~files~~and ~~its~~portions ~~Form~~thereof ~~10-Q~~are ~~for~~cancelled ~~the~~upon ~~quarter ended~~his ~~March 31, 2012~~resignation.

MrGary R. ~~Larach~~Smith; ~~will~~who beserves ~~paid $10,000 per month, which will increase to $16,250 per month at such time~~ as ~~the Company raises additional financing of at~~ ~~least~~Chief ~~$2,000,000~~Operating ~~(the “financing”). Mr. Larach also received a $20~~Officer,~~000~~ ~~signing bonus~~become ~~payable upon~~ the Company ~~completing such financing. Mr. Larach received warrants to purchase 200,000 shares of the Company~~’s ~~Common~~interim ~~Stock~~Chief ~~exercisable over~~Executive aOfficer ~~term~~until ~~of five years at an exercise price of $5 per share~~Mr. ~~These Warrants contain a cashless exercise provision in the event the Company~~Larach’s ~~Common~~success ~~Stock~~ is ~~trading in the Over-the-Counter Market at a price above $15 per share for at least ten consecutive trading days~~elected. Mr. Larach was issued Warrants to purchase 50,000 shares of Common Stock also exercisable at $5 per share for a period of five years from the date that Mr. Larach joined the Board of Directors. These Warrants do not have a cashless exercise provision. Six months after commencement of his employment contract, the Board of Directors will meet with Mr. Larach to review his performance and his compensation. While the term of his employment agreement is for a term of two years, there are provisions in the contract which could lead to an earlier termination.

OnIn ~~May 15~~July, 2012, the Company ~~entered~~received ~~into~~a antotal ~~independent~~of ~~sales agreement~~$111,000 ~~with~~from ~~MAX~~two Vinvestors ~~LLC~~to ~~for~~purchase it37,000 toshares ~~act~~of asCommon aStock ~~sales~~at ~~representative~~$3.00 ofper ~~the Company~~share. A substantial ~~The~~portion ~~agreement~~of ~~provides~~these ~~for~~funds ~~MAX~~are Vbeing toutilized ~~sell~~by the ~~crude~~Company ~~glycerin~~to ~~by-product in~~install storage ~~North~~facilities ~~America~~which ~~and~~are toowned ~~directly~~by the ~~invoice~~Company ~~customers~~at ~~and~~various tofuel ~~handle~~storage ~~sales, marketing~~terminals ~~and~~of ~~collections~~Kenan Advantage Group (“KAG”). ~~The~~Installation ~~Company~~of isthese tostorage facilities should be ~~paid~~completed by the ~~sales representative~~end ~~50%~~ of ~~all~~September ~~sales~~2012. ~~collected~~Management bybelieves ~~MAX~~that V.KAG ~~MAX V~~ will ~~make~~purchase ~~every~~approximately 20,000 ~~effort~~gallons toof ~~sell~~bio ~~the~~diesel ~~glycerin by-product at $25~~ per ~~gallon~~month tofor ~~dairy~~these ~~farmers~~storage facilities. ~~While~~ ~~MAX~~Based Vupon isthe ~~under~~current noselling ~~obligation~~price toof ~~order~~our aG2 ~~minimum~~Diesel ~~amount~~ of ~~the glycerin~~$5.15 ~~by-product~~per gallon, ~~MAX~~sales Vby ~~has~~the ~~agreed~~Company to ~~order~~these storage ~~the~~facilities ~~crude~~would ~~glycerin~~generate ~~from~~approximately ~~the~~$100,000 ~~Company~~per asmonth ~~necessary~~after toinstallation ~~fill~~is ~~its orders~~completed. ~~The~~Further, ~~agreement~~the glycerin isby-product ~~for~~from athe ~~term~~production of ~~six~~approximately ~~months~~20,000 ~~and~~gallons ~~shall~~of beG2 ~~renewed~~Diesel ~~automatically~~per ~~for~~month ais ~~term~~expected ofto ~~one~~yield ~~year~~an ifestimated ~~not~~2,200 ~~terminated pursuant~~gallons ~~to the provisions~~ of ~~the~~crude ~~agreement~~glycerin. The Company ~~also~~has ~~entered~~an ~~into a~~independent ~~separate~~sales agreement with ~~MAX~~a Vthird party to ~~receive~~make aevery ~~sales~~effort ~~commission~~to onsell ~~sales~~its ofglycerin ~~the~~by product to dairy farmers and to then pay 50% ~~Company’s~~of ~~G-2~~all ~~biodiesel~~sales ~~products~~collected to the Company.

11There can be no assurance that the Company’s G2 Diesel and glycerin product will be successfully sold.

F-10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The information contained in this Form 10-Q for the ~~quarter~~six months ended ~~March 31~~June 30, 2012 and documents incorporated herein by reference are intended to update the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and such information presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of of Financial Condition and Results of Operations,” “Risk Factors” and other information contained in such Form 10-K and other Company filings with the Securities and Exchange Commission (“SEC”).

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, and actual results could be significantly different than those discussed in ~~this~~ this Form 10-Q. Certain statements contained in Management’s Discussion and Analysis, particularly in “Liquidity and Capital Resources,” and elsewhere in this Form 10-Q are forward-looking statements. These statements discuss, among other things, expected growth, future revenues and future performance. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. The forward-looking statements are subject to risks and uncertainties identified under the “Risk Factors” section of the aforementioned Form 10-K for the fiscal year ended December 31, ~~2010~~2011. The risk factors of said Form 10-K should not be construed as an exhaustive list of all factors that could cause actual results to differ materially from those expressed in forward-looking statements made by us. All forward-looking statements included in this document are made as of the date hereof, based on information available to the Company on the date thereof, and the Company assumes no obligation to update any forward-looking statements.

Overview

11 Good Energy, Inc. is a Delaware corporation formed on May 23, 2007 for the purposes of developing, testing, manufacturing and distributing bio-fuel with energy related plans and pursuits relying on the commercialization of our proprietary fuel product, G2 Diesel, as discussed below.

On October 23, 2007, we completed the purchase of an existing biodiesel manufacturer, 11 Good’s Energy, LTD, a limited liability company (becoming our wholly-owned subsidiary), formed in the State of Ohio in February 2006. Historically, our subsidiary has been a development stage company, which has primarily engaged in research activities to develop a proprietary manufacturing process to produce bio-fuel for diesel applications.

In early 2008, we began construction on our manufacturing facility at the location of our operating subsidiary in Magnolia, Ohio (Magnolia Plant). In June 2008, we began placing tanks and constructing the infrastructure of the Magnolia Plant. Unfortunately, the industry experienced changes in fire suppression regulations requiring us to invest over $1,500,000 in additional infrastructure not anticipated in the original capital expenditure budget. We had to cease plant construction and operations from November 2008 to October 2009 in order to secure the financing and make the necessary changes to the fire suppression system and design of the Magnolia Plant.

Acquisition of 11 Good’s Energy, LTD

As a result of the purchase of 11 Good’s Energy, LTD (“11 Good’s”) all of the assets, liabilities and proprietary technology of 11 Good’s were transferred to us by the former partners of 11 Good’s in exchange for cash of $611,900, $111,230 in assumed liabilities and 4,285,714 shares of common stock of the company valued at $429. The assets and liabilities of 11 Good’s were recorded at fair market value at the time of acquisition. 11 Good’s is our sole subsidiary and operations and the management of 11 Good’s and us are the same. The consolidated financial statements include the accounts of us and our wholly-owned subsidiary and all intercompany balances and transactions have been eliminated.

The Company accounts for acquisitions in accordance with the provisions of ASC 805-10. The Company assigns to all identifiable assets acquired a portion of the cost of the acquired company equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired as goodwill. Management determined the fair values assigned to inventory based upon selling prices less cost of disposal and the Company’s profit allowance and the case of work in process less cost to complete. The Fair value of plant and equipment are based on current replacement costs. The Company recorded goodwill in the amount of $639,504 as a result of the acquisition of 11 Good’s Energy LTD during the year ended December 31, 2007. The Company accounts for and reports acquired goodwill under Accounting Standards Codification subtopic 350-10, Intangibles-Goodwill and Other (“ASC 350-10”). The Company does not amortize goodwill. In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual basis or more often if events and circumstances warrant. Any write-downs will be included in results from operations.

Development Stage Company - Product Development

We are currently in an early stage of our current business plan. We have limited operating history with respect to the construction and operation of biodiesel refineries for our own use. In this respect, from May 23, 2007 (date of inception) through ~~March~~June 3130, 2012, our cumulative revenues totaled $~~768~~824,~~633~~ 313 and our deficit accumulated during our development stage was $2325,~~663~~163,~~064~~325. Further, our operating subsidiary incurred from February ~~2006~~ 2006 through October 2007, costs of approximately $100,000 in the development of our subsidiary’s proprietary manufacturing process and G2 Diesel product which are not reflected in our accumulated deficit since their costs were incurred prior to the acquisition date of our subsidiary. These costs were primarily comprised of feedstock materials, labor and facilities costs. Since the acquisition, we we have further developed our process and product through testing and trials and have expended money on labor, consulting, facilities and media productions in order to further our product development. Currently, the development of the fuel’s functionality is complete, although we continue to incur research and development costs to develop new feedstock alternatives and to improve materials procurement and fuel manufacturing techniques.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

Revenue Recognition. We recognize revenue from product sales in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists (through written sales documentation); (2) delivery has occurred (through delivery into customer’s tanks and acceptance); (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. For criteria (1) we generate a sales order and a shipping document defining number of gallons of fuel ordered, delivery and payment terms based on standing customer data and the customers purchase order. For criteria (2) we ensure delivery has occurred by documented delivery terms defining where the customer accepts the fuel delivery. Fuel stored off-site by the company remains as inventory until the customer receives the fuel from the offsite storage facility. For criteria (3) management determines the selling price based on feedstock costs and our desired margin level. Our selling price fluctuates as feedstock prices increase or decrease, primary the cost of soybean oil. Currently, management determines our selling price on a weekly basis. For criteria (4) we establish creditworthiness of the customer based on a review of established credit limits and current financial health of the entity placing the fuel order. Provisions for estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded, although we have not experienced any such items to date and do not expect any significant provisions in the future. We have no discount, rebate or warranty programs. Payments received in advance are deferred until revenue recognition is appropriate. We have no post-delivery obligations related to our products.

Inventory Valuation. We are required to make judgments based on historical experience and future expectations, as to the realizability of our inventory. We make these assessments based on the following factors: (a) existing orders and usage, (b) age of the inventory, and (c) historical experience.

Property and Equipment. We are required to make judgments based on historical experience and future expectations, as to the realizability of our property and equipment. We made these assessments based on the following factors: (a) the estimated useful lives of such assets, (b) technological changes in our industry, and (c) the changing needs of our customers.

Fair Value of Intangible Assets. We have adopted Statement of Accounting Standards Codification subtopic 805-10 (“ASC 805-10”). ASC 805-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

Stock-Based Compensation

We account for our stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

There were no employee stock options and employee stock purchases granted to employees and directors during the period from May 23, 2007 (date of inception) through December 31, 2008.

During the ~~quarter~~six months ended ~~March~~June 3130, 2012, the Company ~~granted~~issued ~~300,000~~warrants ~~shares~~to ~~of non-employee~~purchase ~~stock~~its ~~options~~common atstock ~~$5.00~~of ~~per~~a ~~share which 100~~total 350,000 shares ~~vested~~to ~~during~~its ~~the~~directors ~~three~~and ~~months~~consultants ~~ended~~at ~~March~~$1.00 ~~31,~~to ~~2012 with a value of~~ $~~30,739~~5.00 ~~and~~per ~~200,000~~share ~~shares for services~~ which commence vesting in April, 2012 with a term of 5 years. There were no other unvested options outstanding as of the date of adoption of FASB ASC Topic 718.

We use the fair value method for equity instruments granted to non-employees (if any) and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Results of Operations

By virtue of our purchase of 11 Good’s, which became our sole operations, the Company is considered to be in the development stage in accordance with the FASB ASC Topic 915 – Development Stage Enterprises. Since its inception, the Company has devoted substantially all of its time to raising capital, obtaining financing, research and development activities and obtaining many governmental organizations, municipalities and corporations to test our G2 Diesel and its performance as a blend with traditional #2 diesel fuel. We also have an agreement with a third party to purchase the glycerin produced as a by-product of the production of G-2 diesel as a disinfectant to be used to treat cows and other animals.

~~Three months Ended March 31, 2012 Compared to the Three months Ended March 31, 2011~~ 4

Three months Ended June 30, 2012 Compared to the three months ended June 30, 2011

The following table sets forth certain selected unaudited condensed consolidated statement of operations data for the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,
	2012			%			2011			%
Revenue	$	6055,~~868~~680			100	%	$	2968,~~222~~291			100
Cost of goods sold		~~176~~85,~~674~~565			>100	%		~~114~~154,~~397~~112			>100	%
Gross loss		(~~115~~29,~~806~~885	)		—			(85,~~175~~821	)		—
Operating expenses:
Selling, general and administrative		~~359~~1,~~921~~402,052			>100	%		~~961~~2,~~260~~622,851			>100	%
Research and development		—-			><100	%		~~100~~23,~~551~~162			><100	%
Depreciation and amortization		33,~~115~~758			<100	%		29,185			<100	%
Total operating expenses:		~~393~~1,~~036~~435,810						12,~~090~~675,~~996~~198
Loss from operations		(~~508~~1,~~842~~465,695	)					(12,~~176~~761,~~171~~019	)
Other income/expense:
Interest expense, net		(~~182~~44,~~281~~990	)		<100	%		—(8,726	)		<100	%
Other income (expense), net		1510,~~324~~424			<100	%		(17195,~~782~~300	)		>100	%
Net loss	$	(~~675~~1,~~799~~500,261	)		<>100	%	$	(12,~~193~~965,~~953~~045	)		<>100	%

13Revenues decreased by $12,611 for the three months ended June 30, 2012 of $55,680 compared to revenues in the three months ended June 30, 2011 of $68,291.

The minimal revenues recognized ~~increased~~in bythe ~~$31~~quarter ended June 30,~~646~~ ~~for~~2012 are due primarily to retracting our business due to cash restraints. Most of our testing programs completed in mid-2011 did not generate the ~~three~~demand ~~months~~originally ~~ended~~anticipated. ~~March~~Our 31largest customer, the ~~2012~~Kenan ofAdvantage group completed their testing and agreed to convert terminals located in Ohio and Pennsylvania to sell G2 Diesel. The build out requires approximately $60120,~~868~~000 ~~compared~~to complete. Therefore we have been unable to ~~revenues~~operate inour plant without the ~~three~~capital ~~months~~to ~~ended~~purchase ~~March~~raw ~~31,~~materials ~~2011~~leading to an inventory allocation requirement with the Kenan advantage group. We currently deliver to one of their terminals using the finished fuel we have on hand to keep that terminal using G2 Diesel. In July 2012, we received a cash infusion of $29111,~~222~~000 from the sale of common stock and we ordered storage tanks to be installed at various Kenan’s terminals. When storage tanks are installed at these locations by about September 30, 2012, we expect to sell to Kenan about 20,000 gallons per month of G-2 diesel.

The ~~minimal~~Company ~~revenues~~has recognized in the quarter ended March 31, 2012 is primarily due to retracting our business due to cash restraints. Most of our testing programs completed in mid-2011 did not generate the demand originally anticipated. Our largest customer, the Kenan Advantage group completed their testing and agreed to convert 10 terminals in the Ohio area to sell G2 Diesel. However the build out requires approximately $150,000 to complete and we have not had ~~the~~independently ~~capital~~run tostudies doconducted ~~so.~~that ~~Therefore we have been unable to operate our~~provide ~~plant~~proof ~~without the capital to purchase raw materials leading to an inventory allocation requirement with the Kenan advantage group. We currently deliver to one~~ of ~~their terminals using~~ the ~~finished~~benefits ~~fuel we have on hand to keep that terminal using~~ G2 ~~Diesel.~~usage ~~Once~~provides ~~the Company receives a cash infusion, Management believes that the Kenan Advantage Group will order fuel for the other 9 terminals they agreed~~ to ~~convert~~diesel toengines ~~purchase G2. Also, Management continues to believe that the completed testing programs will result~~ in ~~increased~~three ~~demand and sales orders for our G2 Diesel at premium prices which as of March 31, 2012 is approximately $5~~forms.~~00 per gallon compared to traditional #2 diesel fuel currently priced at approximately $3.50 per gallon.~~

~~Cost~~Better ofMileage ~~goods~~– ~~sold~~Longer ~~was~~Engine ~~$176,674~~Life ~~for the three months ended March 31,~~– ~~2012~~Cleaner and $114,397 for the three months ending March 31, 2011. Cost of goods sold exceeded revenues for both periods as a result of applying fixed factory depreciation and overhead to cost of goods sold, even though only a small volume of sales were generated. Costs of goods sold primarily consist of the procurement and transportation of soybean oil, ethanol and other raw materials used in the manufacture of G2 Diesel; including payroll costs associated with labor, depreciation of manufacturing equipment, manufacturing facilities expense, insurance costs and other operating costs directly related to production.Emissions

~~Current~~The ~~margins~~one ~~for~~thing ~~our~~that ~~testing~~11 ~~programs~~Good Energy ~~resulted~~has inlacked ~~gross~~is ~~losses~~the ~~of $115,806~~ability ~~for~~to ~~the~~establish ~~three~~and ~~months~~maintain ~~ended~~relationships ~~March~~with ~~31,~~potential ~~2012~~clients and ~~$85,175~~to ~~for~~guaranty ~~the~~delivery ~~three~~of ~~months~~products. Management ~~ending~~has ~~March~~identified ~~31,~~lack ~~2011.~~of ~~Gross~~sales ~~loss,~~personnel ~~which~~available ~~includes~~to ~~depreciation,~~build ~~will vary~~out ~~from~~and ~~period~~maintain tothese ~~period~~relationships. Upon ~~depending~~receipt ~~upon~~of ~~the~~additional ~~extent~~financing, of ~~fuel~~which ~~testing~~there ~~with potential~~can ~~customers~~be ~~and~~no ~~the~~assurances ~~pricing~~given ~~offered~~that bysuch ~~the~~financing ~~Company.~~would ~~Also,~~be weobtained ~~experience~~by us aon ~~significant~~satisfactory ~~amount~~terms, ofif ~~manufacturing~~at ~~depreciation~~all, ~~that~~by isemploying ~~recorded~~two ~~entirely~~proven ~~to cost~~sales ofexecutives ~~goods~~that ~~sold.~~have ~~The~~worked ~~gross~~in ~~loss~~networking ~~for~~and ~~2012~~relationship driven ~~and~~businesses, ~~2011~~management isbelieves ~~not~~we ~~necessarily indicative~~can ofquickly ~~the~~expand ~~margins~~into ~~that~~our ~~may~~target bemarkets, ~~realized~~which ininclude ~~future~~the ~~periods.~~following:

~~Research~~Trucking ~~and~~Lines ~~development~~– ~~costs~~Transit ~~were~~Authorities ~~$100,551~~– ~~for~~Tugs ~~the three months ended March 31, 2011~~ and ~~none for the three months ending March 31, 2012. In 2011,~~Ferries ~~the~~– ~~Company~~Short ~~paid~~Haul ~~money~~Train for research and development for the use of our glycerin in a dairy farm application as well as providing money to Kai Bioenergy, Inc. for their research and development efforts associated with algae technologies and the converting of same into oil. It should be noted that in July 2011, the Company entered into an agreement to acquire Kai, but the Company failed to raise sufficient funding to complete the transaction. Lines

~~Depreciation~~School ~~and~~Bus ~~amortization~~Fleets of– ~~$33,115~~Fleet included in operating expenses increased by $3,930 in 2012 from $29,185 in the comparable three month period in 2011, primarily as a result of amortizing patent expense in 2012 in the amount of $19,343. Operators

~~Selling,~~If ~~general,~~needed ~~and~~outside ~~administrative expenses for the three months~~sales ~~ended~~consultants ~~March~~will ~~31,~~be ~~2012~~compensated ~~were~~on ~~$359,921 compared with $961,260 in the comparable period in 2011,~~ a ~~decrease~~per ofgallon ~~$601,339.~~sales ~~Such~~commission ~~decreased costs include, among others, payroll and related expenses, insurance costs and occupancy costs~~basis. ~~The decrease~~Our insales ~~selling, general~~ and ~~administrative~~marketing ~~expenses~~approach ~~of $601,339 in 2011 over the comparable period of the prior year~~ is ~~primarily related~~ to ~~a reduction~~utilize ~~in payments of common stock to consultants and employees., a decrease~~our inrelationship ~~consulting,~~with ~~legal,~~Kenan ~~accounting fees,~~ and ~~bonus~~successful ~~costs~~independent ofstudies ~~approximately $220,000. Other overhead costs such~~ as ~~travel,~~tools ~~marketing and promotional cost decreased approximately $195,000 and salaries and payroll costs increased by approximately $177,000 in comparison~~ to ~~the~~increase ~~first quarter of 2011~~sales.

~~The~~Cost ~~net~~of ~~loss~~goods ~~attributable~~sold was to$85,565 ~~common~~for ~~shareholders~~the ~~was~~ three months ended June 30, 2012 and $~~675~~154,~~799~~112 infor the three months ~~ended~~ending ~~March~~June 3130, ~~2012~~2011. Cost of goods sold exceeded revenues for both periods as ~~compared~~a result of applying fixed factory depreciation and overhead to $1cost of goods sold,~~193,953~~ ~~for~~even though only a small volume of sales were generated. Costs of goods sold primarily consist of the ~~comparable~~procurement ~~period~~and intransportation of ~~2011~~soybean oil, aethanol ~~decrease~~and other raw materials used in ~~net~~the ~~loss~~manufacture of ~~$518~~G2 Diesel; including payroll costs associated with labor,~~154.~~ depreciation of manufacturing equipment, manufacturing facilities expense, insurance costs and other operating costs directly related to production.

~~Basic~~During ~~and fully diluted net loss per share for~~ the three ~~months~~month period ended ~~March~~period 31June 30, 2012 ~~and March 31~~, ~~2011~~depreciation ~~was~~and ~~$(0.03)~~amortization ~~and~~of $~~(0.06)~~33, ~~respectively.~~758 ~~Basic~~included ~~and~~in ~~fully~~operating ~~diluted~~expenses ~~weighted~~increased ~~average~~by ~~shares~~$4,573 from ~~outstanding~~$29,185 ~~for~~in the ~~fiscal~~comparable three ~~months~~month ~~ended~~period ~~March~~in ~~31,~~2011 ~~2012~~primarily ~~and~~due ~~March 31,~~to ~~2011~~the ~~were~~amortization ~~19,976,401~~of ~~and~~patent ~~19,856,239,~~expenses ~~respectively~~in 2012.

~~As of May 16~~Selling, ~~2012~~general, ~~we have no long-term contracts or backlog of orders~~ ~~from~~and ~~customers~~administrative toexpenses ~~purchase~~for ~~our~~the G2three ~~Diesel~~months ~~fuel~~ended orJune ~~our~~30, ~~crude~~2012 ~~glycerin~~were ~~by-product described~~$1,402,052 ~~herein.~~compared Inwith ~~general~~$2,622,851 ~~the~~in ~~testing programs and sales efforts conducted with~~the ~~potential~~comparable ~~customers~~period ~~have~~in ~~shown~~2011, a ~~longer~~decrease ~~order~~of ~~cycle than first anticipated 11 Good Energy has allocated its marketing efforts toward fleet users~~$1,220,799. ~~These~~Such ~~are customers~~decreased ~~that~~costs ~~have~~include, ~~centralized~~among ~~fueling~~others, payroll and ~~their vehicles return to the~~related ~~terminal~~expenses, ~~every~~insurance ~~day~~costs ~~after usage. This allows the vehicles to receive consistent product. 11 Good Energy’s key strategic partner~~ and ~~largest~~occupancy ~~customer is the Kenan Advantage Group (The KAG~~costs.) The ~~KAG~~decrease ~~distributes~~in ~~over~~selling, 20general ~~billion gallons of liquid fuels~~ and ~~specialty~~administrative ~~chemicals~~expenses ~~annually~~in ~~making~~2012 ~~them~~over the ~~largest~~ ~~transportation~~comparable ~~company~~period of ~~bulk transport in~~ the ~~United~~prior ~~States.~~year ~~After~~is ~~extensive testing,~~primarily ~~the~~related ~~KAG has commissioned 11 Good Energy~~ to ~~build~~a ~~storage~~reduction ~~tanks and containment pads at 10 of their almost 200 terminals~~ in ~~the~~payments ~~United States as a phase 1~~ of ~~development.~~common Instock ~~addition~~ to ~~being~~consultants aand employees ~~user~~ of ~~G2 Diesel~~$658,508, and ~~The~~decrease ~~KAG also assists 11 Good~~ in ~~providing~~consulting, ~~logistic~~legal, ~~solutions~~and ~~through~~accounting ~~the~~fees, ~~utilization~~and ~~of their~~as ~~fleet~~well toother ~~efficiently~~overhead ~~deliver~~expenses ~~blended~~such ~~G2 Diesel to the Company’s customer~~as ~~base. In addition~~travel, ~~there is a potential~~ marketing ~~fit~~and topromotional ~~integrate G2 Diesel into the KAG’s current customer base~~expenses.

The net loss attributable to common shareholders was $1,500,261 in the three months ended June 30, 2012 as compared to $2,965,045 for the comparable period in 2011, a decrease in net loss of $1,464,784.

As of June 30, 2012, we have no long-term contracts or backlog of orders from customers to purchase our G2 Diesel fuel or our crude glycerin by-product described herein. In general, the testing programs and sales efforts conducted with potential customers have shown a longer order cycle than first anticipated 11 Good Energy has allocated its marketing efforts toward fleet users. These are customers that have centralized fueling and their vehicles return to the terminal every day after usage. This allows the vehicles to receive consistent product. 11 Good Energy’s key strategic partner and largest customer is the Kenan Advantage Group (The KAG.) The KAG distributes over 20 billion gallons of liquid fuels and specialty chemicals annually making them the largest transportation company of bulk transport in the United States. After extensive testing, the KAG has authorized 11 Good Energy to build storage tanks and containment pads at terminals in Ohio and Pennsylvania as a phase 1 of development. In addition to being a user of G2 Diesel, the KAG also assists 11 Good in providing logistic solutions through the utilization of their fleet.

Six months Ended June 30, 2012 Compared to the Six months Ended June 30, 2011

The following table sets forth certain selected unaudited condensed consolidated statement of operation data for the periods indicated:

	Six Months Ended June 30,
	2012			%			2011			%
Revenue	$	116,548			100	%	$	97,513			100
Cost of goods sold		262,239			>100	%		268,508			>100	%

Gross loss		(145,691	)		—			(170,996	)		—

Operating expenses:
Selling, general and administrative		1,742,640			>100	%		3,584,110			>100	%
Research and development		-			<100	%		123,713			>100	%
Depreciation and amortization		86,206			<100	%		58,371			<100	%

Total operating expenses:		1,828,846						3,766,194

Loss from operations		(1,974,537	)					(3,937,190	)

Other income/expense:
Interest expense, net		(227,271	)		>100	%		(8,726	)		<100	%
Other income (expense), net		25,748			<100	%		(213,083	)		>100	%

Net loss	$	(2,176,060	)		>100	%	$	(4,158,999	)		>100	%

For the six months ended June 30, 2012, the Company had revenues of $116,548 compared with $97,513 in the comparable period in 2011, an increase of $19,035 due primarily to the sale of our glycerin by-product.

Cost of goods sold was $262,239 for the six months ended June 30, 2012 and $268,508 for the six months ending June 30, 2011. Cost of goods sold exceeded revenues for both periods as a result of applying fixed factory depreciation and overhead to cost of goods sold, even though only a small volume of sales were generated. Costs of goods sold primarily consist of the procurement and transportation of soybean oil, ethanol and other raw materials used in the manufacture of G2 Diesel; including payroll costs associated with labor, depreciation of manufacturing equipment, manufacturing facilities expense, insurance costs and other operating costs directly related to production.

General, selling and administrative expenses were $1,742,640 compared with $3,584,110, a decrease of $1,841,470 in the comparable period in 2011. Approximately $600,000 of this decrease was as a result of lower costs of options and warrants issued to employees and non-employees and the costs of warrants issued in conjunction with notes issued. The remainder of the decrease was due to lower costs of salaries, legal fees, and other operating expenses.

No research and development costs were incurred in the six months ended June 30, 2012 compared with $123,713 incurred in 2011.

Depreciation and amortization included in operating expenses was $86,206 compared with $58,371 in the comparable period in 2011, an increase of decrease of $27,835.

Interest expenses were $227,271 in the six months ended June 30, 2012 compared with $8,726 of interest expenses in the comparable period in 2011, an increase of $218,545 primarily due to interest on the convertible notes outstanding and the amortization of debt discount attributable to the notes of $175,139.

Net loss for the six month period ending June 30, 2012 was $2,176,060 compared with a loss of $4,158,999 in the comparable period in 2011, a decrease $1,982,939 due primarily to the changes set forth above.

Liquidity and Capital Resources

The company had cash and cash equivalents of $915,~~252~~932 at ~~March~~June 3130, 2012 compared with cash of $12,895 at December 31, 2011.

Net cash used in operating activities for the ~~quarter~~six months ended ~~March~~ 31June 30, 2012 was $~~118~~111,~~898~~218 compared with $1,205,563 in the comparable period in 2011. Cash used in operations was a result of a net loss for the period of $~~675~~2,~~799~~176,060 partially offset by amortization of debt discount of $~~155~~175,~~359~~139, reserved for due from shareholder of $108,519, depreciation and amortization of $99210,~~756~~509, ~~decrease~~fair invalue of ~~inventory~~stock-based ofcompensation ~~$64,679~~related ~~and~~to ~~increase~~the warrants issued in ~~account~~connection ~~payables~~with related party debt and ~~accrued~~stock options granted for ~~liabilities~~services of $811,~~538.~~253,387, ~~Net~~expenses ~~cash~~paid ~~was~~by ~~provided~~related byparty ~~investing~~on ~~activities~~behalf of ~~$27,255~~the asCompany ain ~~result~~exchange offor ~~the~~a ~~proceeds~~promissory note of $34,000, gain on sale of ~~certain~~ property and equipment. ~~Net~~of ~~cash~~$25,748, ~~was~~decrease ~~provided~~of byaccount ~~financing~~receivable ~~activities~~ of $8824,~~000~~745, ~~for~~decrease ~~the~~in ~~quarter~~inventory ~~ended~~of ~~March 31~~$21,933, decrease ~~2012 as a result~~ of ~~the~~ ~~proceeds~~other ~~received~~current ~~from~~assets ~~the issuance~~ of ~~convertible notes of~~ $~~100~~10,~~000~~673 ~~partially~~and ~~offset~~an byincrease ~~payment~~in ofaccount ~~notes~~payables ~~payable~~and accrued liabilities of $12251,~~000~~685.

Net cash ~~was~~provided ~~used~~by ininvesting ~~operating~~ activities ~~of $690,161~~ for the ~~three~~six months ended ~~March~~June 3130, ~~2011.~~2012 ~~Cash used in operations~~ was ~~a result of a net loss for the period of~~ $140,~~193,953;~~755 as a ~~decrease~~result ~~in inventory~~ of ~~$92,353;~~the aproceeds ~~decrease in accounts receivable~~ of ~~$36,932; an~~sale ~~increase in account payables and accrued liabilities~~ of ~~$253,948,~~certain ~~depreciation~~property and ~~amortization~~equipment ofcompared ~~$95,827~~to ~~and~~net acash ~~decrease~~provided inby ~~other assets of $6,950. Net cash~~ investing activities of $~~548~~553,~~862~~562 ~~for~~primarily ~~the~~due ~~three~~to ~~months ended March 31, 2011, included patent costs of~~proceeds ~~$7,207~~received ~~and proceeds~~ from ~~the~~ sale of ~~securities~~security available for sale ofin ~~$556,069. Net cash provided by financing activities of $145,350 for~~ the ~~three~~comparable ~~months~~period ~~ended~~in ~~March 31,~~ 2011~~, included proceeds from a related party advance of $170,350, partially offset by $25,000 due from a related party~~.

~~Previously,~~Net cash provided by financing activities for the ~~company~~six ~~had~~months ~~converted~~ended June 30, 2012 was $673,~~498~~500 compared with $632,~~709~~641 ofin ~~Convertible~~the ~~notes~~comparable ~~payable~~period toin ~~Common~~2011. ~~Stock~~The ~~issued~~decrease atduring athe ~~price~~six ofmonths ~~$2.55~~ended ~~per~~June ~~share~~30, ~~and~~2012 ~~issued~~in net cash provided by financing activities primarily ~~2,548,513~~resulted ~~shares~~from ofproceeds ~~common~~from ~~stock~~issuance ~~and~~of ~~warrants~~convertible tonotes ~~purchase~~of 3only $100,~~228~~000,~~523~~ ~~shares~~which ~~of Common~~offset ~~Stock.~~by ~~All~~repayment ~~remaining~~of ~~note~~related ~~balances~~party advances of $6,500 and ~~accrued~~payments ~~interest~~of ~~were~~related ~~redeemed~~party ~~in cash~~note payable of $20,000.

~~Between~~The Company’s ~~August~~consolidated ~~2009~~financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~first~~satisfaction ~~quarter~~of liabilities in the normal course of ~~2010~~business. As shown in the accompanying consolidated financial statements, the Company ~~received gross~~incurred ~~proceeds~~net losses attributable to common shareholders of $112,~~932~~176,~~000~~060 ~~(net~~and ~~proceeds~~used cash of $10111,~~253,069)~~218 ~~through~~for operating activities for the ~~sale~~six ofmonths ended June 30, 2012, incurred negative working capital (current liabilities exceeded current ~~its~~assets) ~~Common~~of ~~Stock~~$2,291,815 atand adeficit ~~price~~accumulated during development stage of $~~3.00~~25,163,325 ~~per~~as ~~share~~of June 30, 2012. These factors among others may indicate that the Company may be unable to continue as a going concern for a ~~total~~reasonable period of ~~3,977,333 shares~~time.

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred net losses attributable to common shareholders of $675,799 and used cash of $118,898 for operating activities for the quarter ended March 31, 2012, incurred negative working capital (current liabilities exceeded current assets) of $2,129,373 and deficit accumulated during development stage of $23,663,064 as of March 31, 2012. These factors among others may indicate that the Company may be unable to continue as a going concern for a reasonable period of time.

We are currently in the process of attempting to raise capital through a private placement sale of common stock. No assurances can be given that we will be able to successfully raise the financing necessary to continue as a going concern.

We anticipate that our future liquidity requirements will arise from the need to finance our accounts receivable and inventories, and from the need to fund our current obligations and capital expenditures. The primary sources of funding for our current operations will be cash generated from operations and the sale of current inventory and raising additional capital from the sale of equity and debt securities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~6

~~Market~~Item ~~risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices~~3. ~~Our~~Quantitative primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for hedging or other speculative purposes and ~~does~~Qualitative ~~not~~Disclosures ~~invest~~About inMarket ~~derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure.~~Risk

~~Item~~Market 4risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. ~~Controls~~Our primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for hedging or other speculative purposes and ~~Procedures~~does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure.

WeItem ~~maintain~~4. ~~disclosure~~Controls ~~controls~~ and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.Procedures

~~Under~~We ~~the~~maintain ~~supervision~~disclosure controls and ~~with the participation of our management~~procedures, ~~including~~which ~~our~~are ~~CEO~~designed ~~and~~to ~~CFO,~~ensure anthat ~~evaluation~~information ~~was~~required ~~performed~~to onbe ~~the~~disclosed ~~effectiveness~~in of the ~~design~~reports ~~and~~we ~~operation~~file ofor ~~our~~submit ~~disclosure~~under ~~controls~~the ~~and~~Securities ~~procedures as of the~~Exchange ~~end~~Act of ~~the~~1934, ~~period~~as ~~covered~~amended, byis ~~this quarterly report. Based on that evaluation~~recorded, ~~our~~ ~~management~~processed, ~~including~~summarized ~~our CEO~~ and ~~CFO,~~reported ~~concluded~~within ~~that~~the ~~our~~time ~~disclosure controls~~periods ~~and~~specified ~~procedures~~in ~~were not effective as of~~ the ~~end~~Securities ~~of the period covered by~~and ~~this~~Exchange ~~report due to the Company~~Commission’s ~~limited~~rules ~~resources~~ and ~~limited~~forms, ~~number~~and ofthat ~~employees. To~~such ~~mitigate~~information ~~the~~is ~~current~~accumulated ~~limited resources~~ and ~~limited~~communicated ~~employees,~~to weour ~~rely heavily on direct~~ management ~~oversight of transactions~~, ~~along with the use of~~including ~~legal and outsourced accounting professionals. As we grow, we expect to increase~~ our ~~number~~CEO ofand ~~employees~~CFO, ~~which,~~as ~~we believe~~appropriate, ~~will enable us~~ to ~~implement~~ ~~adequate~~allow ~~segregation~~timely ofdecisions ~~duties~~regarding ~~within~~required ~~the internal control framework~~disclosure.

~~There~~Under ~~were~~the nosupervision ~~changes~~and inwith the ~~Company’s~~participation of ~~internal~~our ~~controls~~management, ~~over~~including ~~financial~~our CEO and CFO, an evaluation was performed on the effectiveness of the design and operation of our ~~reporting~~disclosure ~~during~~controls and procedures as of the ~~most~~end ~~recently~~of ~~completed~~the ~~fiscal~~period ~~quarter~~covered by this quarterly report. Based on that ~~have~~evaluation, our ~~materially~~management, ~~affected~~including orour ~~are~~CEO ~~reasonably~~and ~~likely~~CFO, toconcluded ~~materially~~that ~~affect~~our disclosure controls and procedures were not effective as of the end of the period covered by this report due to the Company’s limited resources and limited number of employees. To mitigate the ~~internal~~current ~~control~~limited ~~over~~resources ~~financial~~and ~~reporting~~limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outsourced accounting professionals. As we grow, we expect to increase our number of employees, which, we believe, will enable us to implement adequate segregation of duties within the internal control framework.

~~PART~~There ~~II.~~were ~~OTHER~~no changes in the Company’s ~~INFORMATION~~internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

~~Item~~PART 1II. ~~Legal~~OTHER ~~Proceedings~~INFORMATION

AsItem ~~of the filing date of this Form 10-Q, we are a party to several legal proceedings~~1. ~~See Note~~Legal ~~12 for a detailed explanation of litigation matters.~~Proceedings

~~Item~~As 1Aof the filing date of this Form 10-Q, we are a party to several legal proceedings. ~~Risk~~See ~~Factors~~Note 10 for a detailed explanation of litigation matters.

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1A. ~~Nevertheless,~~Risk the Company encourages stockholders of the Company to read the risk factors contained under Item 1A of the Company’s Form 10-K filed with the Securities and Exchange Commission on April 16, 2012 for the fiscal year ended December 31, 2011. Factors

~~Item~~As a Smaller Reporting Company as defined Rule 12b-2. ~~Changes~~of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1A. Nevertheless, the Company encourages stockholders of the Company to read the risk factors contained under Item 1A of the Company’s Form 10-K filed with the Securities and Exchange Commission on April 16, 2012 for the fiscal year ended December 31, 2011.

~~(a)~~Item ~~Recent sale~~2. ofChanges ~~unregistered~~in Securities.

15(a) Recent sales of unregistered Securities.

From January 1, 2012 through ~~March~~June 3130, 2012, we had limited private sales of our securities, summarized as follows:

Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed (3)	If Option, Warrant or Convertible Security, terms of exercise or conversion
January 2012	Notes and Warrants	$100,000 principal amount; 60,000 ~~warrants~~shares	$100,000; no commissions paid	Rule 506	Exercisable as of January 18, 2012 at $5.00 per share through December 2014
February 2012	Options/Warrants	300,000 ~~options/warrants~~shares	Services rendered; no commissions paid	Rule 506 and/or Section 4(2)	(1)
April 2012	Warrants(2)	380,000 shares	Services rendered; no commissions paid	Section 4(2)	(2)
April 2012	Warrants	2,000,000 shares	Services rendered; no commissions paid	Section 3a(9)	(3) (4)
May 2012	Warrants(5)	50,000 shares	Services rendered; no commissions paid	Section 4(2)	(3)

(1) Includes warrants to purchase 100,000 shares of Common Stock exercisable at $5.00 per share over a period of five years commencing April 1, 2012. Also includes options to purchase 200,000 shares of the Company’s Common Stock for services exercisable over a period of three years at $5.00 per share which commence vesting in April, 2012.7

~~Item~~(1) 3Includes warrants to purchase 100,000 shares of Common Stock exercisable at $5.00 ~~Defaults~~per ~~Upon~~share ~~Senior~~over ~~Securities~~a period of five years. Also includes options to purchase 200,000 shares of the Company’s Common Stock exercisable over a period of three years at $5.00 per share which commence vesting in April, 2012.

~~None~~(2) Exercisable at $1.00 per share over a period of 5 years, 330,00 warrants were issued in replacement with the previous 180,000 warrants issued in connection with the related party notes payable in prior year, and 50,000 warrants under the same terms were issued for services.

~~Item~~(3) 4Exercisable at $5.00 ~~Mining~~per ~~Safety~~share ~~Disclosures~~over a period of 5 years.

Not applicable.

(4)		Warrants issued in exchange for the 2,000,000 shares of the Company’s common stock returned by Mr. Berndt in connection with his resignation on April 9, 2012.
(5)		An employee received warrants to purchase 200,000 shares and then subsequently terminated his agreement resulting in a net retention of 50,000 warrants.

Item 53. ~~Other~~Defaults ~~Information~~Upon Senior Securities

~~See “Note 12” in the “Notes to Unaudited Condensed Consolidated Financial Statements~~None.”

Item 64. ~~Exhibits~~Mine Safety Disclosures

~~Except~~Not ~~for the exhibits listed below, other required exhibits have been previously filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended~~applicable.

~~Except~~Item ~~as otherwise noted, all exhibits were previously filed with the Securities and Exchange Commission under its Form S-1 Registration Statement, file No~~5. ~~333-166149.~~Other Information

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Organization between Registrant and 11 Good’s Energy, LTD.
2.2		Corrections to Exhibit 2.1
3.1		Certification of Incorporation
3.2		By-Laws
3.3		Certificate of Amendment to Certificate of Incorporation
3.4		Certificate of Designation
10.1		Employment Contract - Frederick C. Berndt
10.2		Employment Contract - Daniel Lapp
10.3		Employment Contract - Aaron Harnar
10.4		Consulting Agreement with Clayton R. Livengood
10.5		Employment Agreement - Gary R. Smith
10.6		Finder’s Agreement - Jesup Lamont
10.7		Consulting Agreement with Capital Keys
10.8		Consulting Agreement with California Strategies

See “Note 13 in the “Notes to Consolidated Financial Statements.”

16Item 6. Exhibits

10.9		Office Lease dated April 25, 2007 between the Registrant and Triad Realty, LLC, including a First Lease Amendment dated June 21, 2007 and a Second Amendment dated July 15, 2009.
10.10		Employment Contract – Mario Larach dated as of May 9, 2012 (Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on May 17, 2012.
10.11		Sales Representative Agreement with Max V LLC dated May 15, 2012 (Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on May 17, 2012.
21.1		Subsidiary of Registrant
31.1		Principal Executive Officer Rule 13a-14(a)/15d-14(a) Certification (*)
31.2		Principal Financial Officer Rule 13a-14(a)/15d-14(a) Certification (*)
32.1		Principal Executive Officer Section 1350 Certification (*)
32.2		Principal Financial Officer Section 1350 Certification (*)
101.INS XBRL		Instance Document (**)
101.SCH XBRL		Taxonomy Extension Schema Document (**)
101.CAL XBRL		Taxonomy Extension Calculation Linkbase Document (**)
101.DEF XBRL		Taxonomy Extension Definition Linkbase Document (**)
101.LAB XBRL		Taxonomy Extension Labels Linkbase Document (**)
101.PRE XBRL		Taxonomy Extension Presentation Linkbase Document (**)

Except for the exhibits listed below, other required exhibits have been previously filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

*Except ~~Filed~~as ~~herewith.~~otherwise **noted, ~~Furnished~~all ~~herewith~~exhibits were previously filed with the Securities and Exchange Commission under its Form S-1 Registration Statement, file No. 333-166149.

SIGNATURES

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Organization between Registrant and 11 Good’s Energy, LTD.

2.2		Corrections to Exhibit 2.1

3.1		Certification of Incorporation

3.2		By-Laws

3.3		Certificate of Amendment to Certificate of Incorporation

3.4		Certificate of Designation

10.1		Employment Contract - Frederick C. Berndt

10.2		Employment Contract - Daniel Lapp

10.3		Employment Contract - Aaron Harnar

10.4		Consulting Agreement with Clayton R. Livengood

10.5		Employment Agreement - Gary R. Smith

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~8

	11 GOOD ENERGY, INC.
10.6		Finder’s Agreement - Jesup Lamont
Date: May 21, 2012	By: /s/ Gary R. Smith
10.7		Consulting Agreement with Capital Keys
	Gary Smith, President (interim principal executive officer)
10.8		Consulting Agreement with California Strategies
Date: May 21, 2012	By: /s/ E. Jamie Schloss
10.9		Office Lease dated April 25, 2007 between the Registrant and Triad Realty, LLC, including a First Lease Amendment dated June 21, 2007 and a Second Amendment dated July 15, 2009.
	E. Jamie Schloss,
10.10		Employment Contract – Mario Larach dated as of May 9, 2012 (Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on May 17, 2012.
	Interim Chief Financial Officer (interim principal financial officer)
10.11		Sales Representative Agreement with Max V LLC dated May 15, 2012 (Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on May 17, 2012.
21.1		Subsidiary of Registrant
31.1		Principal Executive Officer Rule 13a-14(a)/15d-14(a) Certification (*)
31.2		Principal Financial Officer Rule 13a-14(a)/15d-14(a) Certification (*)
32.1		Principal Executive Officer Section 1350 Certification (*)
32.2		Principal Financial Officer Section 1350 Certification (*)
101.INS XBRL		Instance Document (**)
101.SCH XBRL		Taxonomy Extension Schema Document (**)
101.CAL XBRL		Taxonomy Extension Calculation Linkbase Document (**)
101.DEF XBRL		Taxonomy Extension Definition Linkbase Document (**)
101.LAB XBRL		Taxonomy Extension Labels Linkbase Document (**)
101.PRE XBRL		Taxonomy Extension Presentation Linkbase Document (**)

17* Filed herewith.

** Filed by amendment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	11 GOOD ENERGY, INC.

Date: August 23, 2012	By:	/s/ Gary R. Smith
	Gary Smith, President (interim principal executive officer)

Date: August 23, 2012	By:	/s/ E. Jamie Schloss
	E. Jamie Schloss,
	Interim Chief Financial Officer(interim principal financial officer)

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