This Amended and Restated Schedule 13D (this “Schedule 13D/A”) amends and restates in its entirety the Statement on Schedule 13D jointly filed by Beechwood Properties, LLC and G. Darcy Klug on September 2, 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 3020 Old Ranch Parkway, Suite 300, Seal Beach, California 90740.
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 manager. Mr. Klug is a private investor. The business 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 to AMD’s four designees (the “Transaction Shares,” representing approximately 44% of the outstanding Common Stock).
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.
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.
The Reporting Persons expressly disclaim membership in any group with any person or entity that was issued any of the Remaining Shares, 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.
| CUSIP No. 45343Y205 | SCHEDULE 13D | Page 5 of 7 Pages |
In addition, the Reporting Persons have 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.
Item 4. Purpose of Transaction.
The Reporting Persons acquired all reported shares for investment purposes. As of the date of this filing, the Reporting Persons are engaged in ongoing discussions with the Issuer regarding several issues, including (1) increasing their investment in the Issuer in exchange for the issuance of additional equity, subject to agreement on certain terms and conditions, and (2) possible changes in the present board of directors and/or management of the Issuer, including the appointment of Mr. Klug or his designees to a management or board position. 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 paragraph, 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.
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 57,724,608 reported shares, representing 16.7% 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) During the past sixty days, the Reporting Persons have purchased 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).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
As described in Item 4, the Reporting Persons are currently in discussions with the Issuer regarding several issues (including the possibility of additional investment in the Issuer by the Reporting Persons and possible changes in the Issuer’s management and/or the board of directors). In addition, 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. 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. |
