SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment and Restatement No. 2)*
INDEPENDENCE ENERGY CORP. |
(Name of Issuer) |
Common Stock, $0.001 par value |
(Title of Class of Securities) |
G. Darcy Klug
Beechwood Properties,
LLC
Post Office Box 53929
Lafayette, Louisiana 70505
(337) 269-5933 |
(Name, address and telephone number of person |
authorized to receive
notices and communications)
February 4, 2015 |
(Date of event which requires filing of this statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box .o
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 to whom
copies are to be sent.
————————————————
*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 on the remainder of
this cover page shall not be deemed to be “filed” for 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)
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
2 of 8 Pages |
1 |
NAME OF REPORTING PERSONS
Beechwood Properties, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) o
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana |
NUMBER OF |
7 |
SOLE VOTING POWER
|
0 |
SHARES
BENEFICIALLY |
8 |
SHARED VOTING POWER
|
108,424,608 |
OWNED BY
EACH |
9 |
SOLE DISPOSITIVE POWER
|
0 |
REPORTING
PERSON WITH |
10 |
SHARED DISPOSITIVE POWER
|
108,424,608 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,424,608 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%* |
14 |
TYPE OF REPORTING PERSON
OO |
|
* Based on 360,094,082 total shares outstanding as of December 17, 2014 as reported in the Issuer’s Form 10-Q for the quarter ended October 31, 2014. |
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
3 of 8 Pages |
1 |
NAME OF REPORTING PERSONS
G. Darcy Klug |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
N/A |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) o
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF |
7 |
SOLE VOTING POWER
|
0 |
SHARES
BENEFICIALLY |
8 |
SHARED VOTING POWER
|
108,424,608 |
OWNED BY
EACH |
9 |
SOLE DISPOSITIVE POWER
|
0 |
REPORTING
PERSON WITH |
10 |
SHARED DISPOSITIVE POWER |
108,424,608 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,424,608* |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%** |
14 |
TYPE OF REPORTING PERSON
IN |
|
* G. Darcy Klug, as the sole manager of Beechwood Properties, LLC (“Beechwood”), may be deemed to share voting and investment power over the shares held by Beechwood. |
|
** Based on 360,094,082 total shares outstanding as of December 17, 2014 as reported in the Issuer’s Form 10-Q for the quarter ended October 31, 2014. |
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
4 of 8 Pages |
This Amended and Restated Schedule 13D (this “Schedule 13D/A”)
amends and restates in its entirety the Amended and Restated Statement on Schedule 13D jointly filed by Beechwood Properties,
LLC and G. Darcy Klug on October 14, 2014 with the Securities and Exchange Commission with respect to the common stock, $0.001
par value per share of Independence Energy Corp., a Nevada corporation.
Item 1. Security
and Issuer.
This statement
relates to the common stock, $0.001 par value per share (the “Common Stock”) of Independence Energy Corp., a Nevada
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3753 Pennridge
Drive, St. Louis, Missouri 63034.
Item 2. Identity
and Background.
(a) This
statement is filed by Beechwood Properties, LLC (“Beechwood”) and G. Darcy Klug (together, the “Reporting Persons”).
(b) The
business address of each of the Reporting Persons is Post Office Box 53929, Lafayette, Louisiana 70505.
(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. 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.
On March 31, 2014,
the Issuer entered into and closed an Asset Purchase Agreement with American Medical Distributors, LLC (“AMD”). Pursuant
to this Asset Purchase Agreement, the Issuer received certain specific assets, including $60,000 in cash and an exclusive license
and distribution agreement for a consumer grade non-touch thermometer, in exchange for the issuance of an aggregate of 152,172,287
shares of Common Stock (the “Transaction Shares”) to AMD’s four designees (the “Transaction”).
As one of the four designees, Beechwood was
issued a total of 57,064,608 of the Transaction Shares in exchange for its assistance to AMD in the Transaction and its contribution
of $30,000 of the cash consideration, which came from Beechwood’s working capital.
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
5 of 8 Pages |
The remaining Transaction Shares (the “Remaining
Shares”) were issued as follows: (a) 57,064,608 shares were issued to the Schreiber Family Trust – DTD 2/08/95,
with Daniel J. Schreiber as trustee; (b) 19,021,536 shares were issued to Paul A. Rachmuth; and (c) 19,021,536 shares were issued
to Howard J. Taylor. In addition, effective with the closing on March 31, 2014, Mr. Schreiber was appointed as a director
of the Issuer and Mr. Taylor was appointed chief executive officer, a director, and chairman of the board of the Issuer.
In addition, the
Reporting Persons purchased an additional 660,000 shares of Common Stock in the open (over-the-counter) market (250,000 shares
on October 10, 2014 for $0.0016 per share and 410,000 shares on October 13, 2014 for $0.0016 per share). These purchases
were funded by Beechwood’s working capital.
On February 2, 2015, AMD and the four designees
entered into a Settlement Agreement with Gregory Rotelli, the president, chief financial officer, secretary, treasurer and a director
of the Issuer, related to a dispute among them arising out of the Transaction. Among other terms, the Settlement Agreement provided
that Mr. Rotelli would sell to AMD or one or more of the designees all of his shares of Common Stock, totaling 50,700,000 shares
in the aggregate (the “Settlement Shares”), in exchange for $60,000. AMD and the designees designated Beechwood to
be the purchaser of the Settlement Shares, and Beechwood purchased the Settlement Shares pursuant to a Stock Purchase Agreement
between Beechwood and Mr. Rotelli dated as of February 2, 2015. The closing of the purchase of the Settlement Shares was consummated
on February 4, 2015. Beechwood’s purchase of the Settlement Shares was funded by Beechwood’s working capital.
The Reporting Persons expressly disclaim membership
in any group with any person or entity that was issued any of the Remaining Shares or any other person or entity, and this report
should not be deemed an admission that the Reporting Persons are members of any such group for purposes of Section 13 or any other
purpose.
Item 4. Purpose
of Transaction.
The Reporting Persons acquired all reported
shares for investment purposes.See also the information disclosed about the Stock Purchase Agreement and the Settlement Agreement
in Item 3. Pursuant to the Settlement Agreement and as a condition to the purchase of the Settlement Shares by Beechwood, Mr. Rotelli
resigned all of his positions as an officer, director, employee, consultant or advisor of the Issuer, effective February 4, 2015.
As of the date of this filing, the Reporting
Persons are engaged in ongoing discussions with the Issuer regarding several issues, including possible changes in the present
board of directors and/or management of the Issuer, including the appointment of Mr. Klug and/or his designees to management or
board positions. The Reporting Persons may, from time to time, acquire additional shares of Common Stock, dispose of some or all
of the shares of Common Stock then owned by them, discuss the Issuer’s business, operations or other affairs with the Issuer’s
management, board of directors, shareholders, or others and take such other actions as they may deem appropriate.
Except as disclosed
in the preceding paragraphs and below, as of the date of this filing, the Reporting Persons have no plans or proposals that would
relate to or would result in any of the actions referred to in items (a) through (j) of Item 4 of Schedule 13D as currently promulgated
by the Securities and Exchange Commission, specifically: (a) the acquisition of securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving
the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s
charter, by-laws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer
by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above. The Reporting Persons do, however, reserve the right
to adopt such plans or proposals in the future subject to compliance with applicable regulatory requirements. Moreover,
as a significant shareholder of the Issuer, Beechwood may, through Mr. Klug, be involved in discussions or make proposals or recommendations
to the Issuer’s shareholders, board of directors and senior management that could involve actions such as the foregoing from
time to time.
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
6 of 8 Pages |
Item 5. Interest
in Securities of the Issuer.
(a) As
of the date of this filing, Beechwood and Mr. Klug are the beneficial owners of all 108,424,608reported shares, representing 30.1%
of the aggregate Common Stock outstanding.
(b) Beechwood
is the direct owner of all of the reported shares, with the power to vote and dispose of all such shares. However, Mr.
Klug, as the sole member and manager of Beechwood, may be deemed to share voting and dispositive power over all of the reported
shares.
(c) Not
applicable.
(d) Not
applicable.
(e) Not
applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Mr. Taylor has made an oral agreement to indemnify
all other recipients of Transaction Shares (including the Reporting Persons) with the shares that were issued to him in the Transaction
for any dilution in their respective ownership interests resulting from the issuance of shares of Common Stock, on or after March
31, 2014, in payment of the Issuer’s obligations under certain convertible debentures that were outstanding as of March 31,
2014. In addition, the Settlement Agreement provides that if Mr. Rotelli does not perform his obligations thereunder,
he shall forfeit his right to the purchase price for the Settlement Shares, the purchase price shall be returned to Beechwood and
the Settlement Shares shall be returned to the Issuer and retired. Finally, pursuant to the Stock Purchase Agreement, Beechwood
and Mr. Rotelli agreed to mutual indemnities for losses resulting from any breach of a representation or warranty made by them
in the Stock Purchase Agreement, which include representations by Mr. Rotelli that the Settlement Shares are duly authorized, validly
paid and non-assessable, and were owned ofrecord by him free and clear of all encumbrances before the purchase by Beechwood; and
representations by Beechwood that it acquired the Settlement Shares for its own account for investment purposes and that the transfer
of the Settlement Shares may be restricted pursuant to federal and state securities laws. Other than as disclosed in this paragraph
and in Item 3, there are no other contracts, arrangements, understandings, or relationships to which any of the Reporting Persons
is a party with respect to securities of the Issuer.
Item 7. Material
to Be Filed as Exhibits.
| A | A written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Exchange Act. |
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
7 of 8 Pages |
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.
February 10, 2015 |
By: |
/s/ G. Darcy Klug |
|
|
|
G. Darcy Klug, an individual |
|
|
|
|
|
|
Beechwood Properties, LLC |
|
|
|
|
|
February 10, 2015 |
By: |
/s/ G. Darcy Klug |
|
|
|
G. Darcy Klug, Manager |
|
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page
8 of 8 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D/A
dated as of February 10, 2015 relating to the shares of common stock, $0.001 par value per share, of Independence Energy Corp.,
to which this Joint Filing Agreement is attached as Exhibit A, shall be filed on behalf of the undersigned.
|
|
|
|
February 10, 2015 |
By: |
/s/ G. Darcy Klug |
|
|
|
G. Darcy Klug, an individual |
|
|
|
|
|
|
Beechwood Properties, LLC |
|
|
|
|
|
February 10, 2015 |
By: |
/s/ G. Darcy Klug |
|
|
|
G. Darcy Klug, Manager |
|
RedHawk (CE) (USOTC:SNDD)
Historical Stock Chart
From Apr 2024 to May 2024
RedHawk (CE) (USOTC:SNDD)
Historical Stock Chart
From May 2023 to May 2024