0001144204-11-067747.txt : 20111201 0001144204-11-067747.hdr.sgml : 20111201 20111130181143 ACCESSION NUMBER: 0001144204-11-067747 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111201 DATE AS OF CHANGE: 20111130 GROUP MEMBERS: SHELDON INWENTASH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dejour Energy Inc. CENTRAL INDEX KEY: 0001323838 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84244 FILM NUMBER: 111235023 BUSINESS ADDRESS: STREET 1: 598-999 CANADA PLACE CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 BUSINESS PHONE: 604-638-5050 MAIL ADDRESS: STREET 1: 598-999 CANADA PLACE CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 FORMER COMPANY: FORMER CONFORMED NAME: DEJOUR ENTERPRISES LTD DATE OF NAME CHANGE: 20050414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brownstone Ventures Inc CENTRAL INDEX KEY: 0001348847 IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 130 KINGS STREET WEST STREET 2: SUITE 2500 CITY: ONTARIO STATE: A6 ZIP: M5X1A9 BUSINESS PHONE: 416-941-1084 MAIL ADDRESS: STREET 1: 130 KINGS STREET WEST STREET 2: SUITE 2500 CITY: ONTARIO STATE: A6 ZIP: M5X1A9 SC 13G 1 v242059_sc13g.htm SCHEDULE 13G Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.   )*
 
 
DEJOUR ENERGY INC.
(Name of Issuer)
 
 
Common Shares, without par value
 (Title of Class of Securities)
 
 
244866 20 8
(CUSIP Number)
 
 
March 26, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

o  Rule 13d-1(b)

x  Rule 13d-1(c)

o  Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but  shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 7 pages
 
 
CUSIP No. 244866 20 8
    
1
Names of Reporting Persons
  
     
 
Brownstone Energy Inc.
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
   
(a) o
   
(b) o
3
SEC Use Only
  
     
     
4
Citizenship or Place of Organization
  
     
 
Ontario, Canada
  
 
5
Sole Voting Power
     
   
0
Number of
6
Shared Voting Power
Shares
    
Beneficially
  
10,333,333
Owned by
7
Sole Dispositive Power
Each Reporting
    
Person With
  
0
 
8
Shared Dispositive Power
     
   
10,333,333
9
Aggregate Amount Beneficially Owned by each Reporting Person
  
     
 
10,333,333
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
  
     
   
o
11
Percent of Class Represented by Amount in Row (9)
  
     
 
8.3%
  
12
Type of Reporting Person (See Instructions)
  
     
 
CO
  
 
 
Page 2 of 7 pages
 
 
CUSIP No. 244866 20 8
    
1
Names of Reporting Persons
  
     
 
Sheldon Inwentash
  
2
Check the Appropriate Box if a Member of a Group (See Instructions)
  
   
(a) o
   
(b) o
3
SEC Use Only
  
     
     
4
Citizenship or Place of Organization
  
     
 
Canada
  
 
5
Sole Voting Power
     
   
500,000
Number of
6
Shared Voting Power
Shares
    
Beneficially
  
10,333,333
Owned by
7
Sole Dispositive Power
Each Reporting
    
Person With
  
500,000
 
8
Shared Dispositive Power
     
   
10,333,333
9
Aggregate Amount Beneficially Owned by each Reporting Person
  
     
 
10,833,333
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
  
     
   
o
11
Percent of Class Represented by Amount in Row (9)
  
     
 
8.7%
  
12
Type of Reporting Person (See Instructions)
  
     
 
IN
  
 
 
Page 3 of 7 pages
 
 
Item 1(a).  Name of Issuer:

DeJour Energy Inc.
 
Item 1(b).  Address of Issuer's Principal Executive Offices:
 
598-99 Canada Place
Vancouver, B.C. V6C 3E1
Canada
 
Item 2(a).  Name of Person(s) Filing:

Brownstone Energy Inc.
Sheldon Inwentash
 
Item 2(b).  Address of Principal Business Office, or if None, Residence:

The address of the principal business office of Brownstone Energy Inc. is 130 King St. West, Suite 2500, Toronto, Ontario, Canada M5X 1A9.

The address of the principal business office of Sheldon Inwentash is 130 King Street West, Suite 2500, Toronto, Ontario Canada M5X 1A9.
 
Item 2(c).  Citizenship:

Brownstone Energy Inc. is a corporation organized under the laws of Ontario, Canada.

Sheldon Inwentash is a Canadian citizen.
 
Item 2(d).  Title of Class of Securities:

Common Shares, without par value

Item 2(e).  CUSIP Number:

244866 20 8

Item 3.  If this statement  is filed  pursuant to  Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a:

 
(a)
o  Broker or dealer registered under section 15 of the Act.

 
(b)
o Bank as defined in section 3(a)(6) of the Act.

 
(c)
o  Insurance  company as defined in section 3(a)(19) of the Act.

 
(d)
o  Investment  company  registered under section 8 of the Investment Company Act of 1940.

 
(e)
o  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 
(f)
o  An employee  benefit plan or endowment  fund in  accordance  with Rule 13d-1(b)(1)(ii)(F);
 
 
Page 4 of 7 pages
 
 
 
(g)
o  A parent  holding  company or control  person in accordance  with Rule 13d-1(b)(1)(ii)(G);

 
(h)
o  A savings  association  as defined in Section 3(b) of the Federal Deposit Insurance Act;

 
(i)
o  A  church  plan  that  is  excluded  from  the  definition  of an investment  company  under  Section 3(c)(14) of the  Investment Company Act of 1940;

 
(j)
o  A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 
(k)
o  Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:  ____________________________________.
 
Item 4.  Ownership.

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

 
(a)
Amount beneficially owned:

As of the date of this filing, Brownstone Energy Inc. beneficially owns an aggregate of 10,333,333 Common Shares (the “BE Shares”), including 7,000,000 outstanding Common Shares and 3,333,333 Common Shares issuable upon the exercise of warrants held by Brownstone Energy Inc.

As of the date hereof, Sheldon Inwentash (“Inwentash”) is deemed to beneficially own an aggregate of 10,833,333 Common Shares.  This amount includes the BE Shares and 500,000 Common Shares issuable upon the exercise of warrants that Inwentash owns directly (the “Inwentash Shares”).

Inwentash has sole power to direct the vote and to direct the disposition of the Inwentash Shares.  By virtue of his positions as Chief Executive Officer and Chairman of Brownstone Energy Inc., Inwentash may be deemed to have shared power to vote the BE Shares.  Inwentash disclaims beneficial ownership of the BE Shares.

 
(b)
Percent of class:

The BE Shares represent approximately 8.3% of the Issuer’s Common Shares, based on 121,390,545 issued and outstanding Common Shares of the Issuer as of August 9, 2011.

The BE Shares and the Inwentash Shares together represent approximately 8.7% of the Issuer’s Common Shares, based on 121,390,545 issued and outstanding Common Shares of the Issuer as of August 9, 2011.

 
(c)
Number of shares as to which such person has:
 
 
(i)
 Sole power to vote or to direct the vote:
    Brownstone Energy Inc.: 0
    Inwentash 500,000
       
 
(ii)
 Shared power to vote or to direct the vote:
    Brownstone Energy Inc.: 10,333,333
    Inwentash 10,333,333
       
 
(iii)
 Sole power to dispose or to direct the disposition of:
    Brownstone Energy Inc. 0
       
  (iv)   Shared power to dispose or to direct the disposition of:
    Brownstone Energy Inc.: 10,333,333
    Inwentash       10,333,333

 
Page 5 of 7 pages
 
 
Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by   the Parent Holding Company or Control Person.

Not Applicable
 
Item 8.  Identification and Classification of Members of the Group.

Not Applicable
 
Item 9.  Notice of Dissolution of Group.

Not Applicable

Item 10.  Certifications.
 
 
(a)
Not applicable.

 
(b)
Not applicable.

 
(c)
The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 6 of 7 pages
 
 
SIGNATURE

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


  November 30, 2011  
  (Date)  
     
  BROWNSTONE ENERGY INC.  
       
       
  By:
/s/ Richard Patricio
  
  Name:  
Richard Patricio
  
  Title: 
VP Legal & Corporate Affairs
  
       
       
   
/s/ Sheldon Inwentash
  
   
Sheldon Inwentash
  



Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

 
Page 7 of 7 pages