SNDD RedHawk Holdings Corporation (CE)

Explanatory Note: This Amendment No. 7 (this “Amendment”) is being filed by the Reporting Persons (as defined below) to amend and supplement certain of the items set forth in the Amendment No. 6 on Schedule 13D/A (the “Prior Filing”) relating to RedHawk Holdings Corp., a Nevada corporation (the “Issuer”), filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”) on August 4, 2017. Information reported in the Prior Filing remains in effect except to the extent that it is amended or superseded by information contained in this Amendment. Capitalized terms used herein but not defined shall have the meaning given to them in the Prior Filing.

Item 2. Identity and Background.

Item 2 of the Prior Filing is amended and restated in its entirety as follows:

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, the information regarding them, are as follows:

(a) This statement is filed by Beechwood Properties, LLC (“Beechwood”) and G. Darcy Klug (together, the “Reporting Persons”).

(b) The business address of Beechwood is Post Office Box 53929, Lafayette, Louisiana 70505. The business address of Mr. Klug is 120 Rue Beauregard, Suite 206, Lafayette, Louisiana 70508.

(c) Beechwood is a limited liability company organized under the laws of Louisiana, of which Mr. Klug is the sole member and manager. Beechwood is principally engaged in the business of real estate investments. Mr. Klug is a private investor and also the Chairman of the Board of Directors, Interim Chief Executive Officer and Chief Financial Officer of the Issuer. The principal business and office address for each of the Reporting Persons is listed under Item 2(b).

(d) Neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

(e) During the past five years, neither of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in (1) such Reporting Person being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (2) a finding of any violation with respect to such laws.

(f) Beechwood is limited liability company organized under the laws of the state of Louisiana and Mr. Klug is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Prior Filing is hereby amended and supplemented as follows:

Stock Exchange Agreement and Warrant Agreement

On June 20, 2019, the Issuer entered into a Stock Exchange Agreement (“Exchange Agreement”) with Beechwood. Under the Exchange Agreement, the Issuer acquired from Beechwood 113,700,000 shares of Common Stock in exchange for issuing to Beechwood 1,277 shares of Series A Preferred and a Stock Purchase Warrant (“Warrant”) to acquire 113,508,450 shares of Common Stock at an exercise price of $0.005 per share.

The Series A Preferred have an initial stated value of $1,000 per share. Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Issuer’s option, such dividends shall be accreted to, and increase, the stated value of the issued Series A Preferred (“PIK dividends”). Holders of the Series A Preferred are entitled to votes on all matters submitted to stockholders at a rate of ten votes for each share of Common Stock into which the Series A Preferred may be converted. After six months from issuance, each share of Series A Preferred is convertible, at the option of the holder, into the number of shares of Common Stock equal to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for stock splits and dividends.

Item 4. Purpose of Transaction.

Item 4 of the Prior Filing is hereby amended and supplemented by deleting the first sentence and replacing it with the following:

The Reporting Persons acquired all reported shares, including the shares under the Exchange Agreement and Warrant, for investment purposes.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Prior Filing is hereby amended and supplemented as follows :

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

SIGNATURES

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.

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D/A dated as of August 12, 2019 relating to the shares of common stock, $0.001 par value per share, of RedHawk Holdings Corp., to which this Joint Filing Agreement is attached as Exhibit A, shall be filed on behalf of the undersigned.