Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment No,
___)1
|
iCoreConnect,
Inc.
Formerly iMedicor,
Inc.
|
|
(Name of
Issuer)
|
|
Common Stock,
$0.001 par value
|
|
(Title of Class of Securities)
|
|
922587100
|
|
(CUSIP
Number)
|
|
Jerry
D. Smith
JD
Investments, Inc.
Sonoran
Pacific Resources, LLP
JDS
Trust
WESCO
Energy Corporation
SH114,
LLP
Insurance
Endowment Strategies, LLP
75th
Street Holdings, LLC
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
(480)
348-7901
Steven
P. Oman, Esq.
14646
N. Kierland Blvd., Suite 260
Scottsdale,
AZA85254
(480)
348-1470
|
|
(Name, address and telephone number of
person
authorized to receive notices and
communications)
|
|
September 6,
2018
|
|
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
□.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See
§240.13d-7 for other parties to whom copies are to be
sent.
______________
1
The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form and with respect to the subject class
of securities, and for any subsequent amendment containing
information which would alter disclosure provided in a prior cover
page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the
purposes 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.
922587100
|
SCHEDULE
13D
|
Page 2 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
JD Investments,
Inc.
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
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) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Arizona
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
CO
|
|||
2
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 3 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
Sonoran Pacific
Resources, LLP.
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
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) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Arizona
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
PN
|
|||
3
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 4 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
Jerry D.
Smith
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
PF
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
4
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 5 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
JDS
Trust
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
PF
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
5
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 6 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
WESCO Energy
Corporation
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
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) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
CO
|
|||
6
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 7 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
SH114,
LLP
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
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) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Arizona
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
PN
|
|||
7
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 8 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
Insurance Endowment
Strategies, LLP
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
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) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Arizona
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
PN
|
|||
8
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 9 of 21
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
75TH Street Holdings,
LLC
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
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) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
;Arizona
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
14,396,467
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
14,396,467
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,396,467
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
27.12%
|
|||
|
14
|
TYPE OF REPORTING
PERSON
OO
|
|||
9
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 10 of 21
Pages
|
This
statement relates to the Common Stock, $0.001 per share (the
“Shares”), of iCoreConnect, Inc. (formerly iMedicor,
Inc.), a Nevada corporation (the “Issuer”). The address
of the principal executive offices of the Issuer is 13506
Summerport Village Parkway, #160, Windermere, FL
34786.
Item 2.
Identity and Background.
(a)
This statement is filed by:
(i)
JD
Investment, Inc, an Arizona corporation (“JDI”), with
respect to the Shares owned directly as well as beneficially owned
by it by virtue of its position as general partner of Sonoran
Pacific Resources, LLP, SH114 and IES (as defined
below);
(ii)
Sonoran
Pacific Resources, LLP, an Arizona limited liability partnership
(“SRP”), with respect to the Shares directly and
beneficially owned by it;
(iii)
Jerry
D. Smith, with respect to the Shares he beneficially owns as
president of JDI, and as limited partner of SPR, and beneficially
owned by 75th Street as its
manager, as well as shares he owns though JDS Trust;
(iv)
JDS
Trust, an estate planning trust for the benefit of Jerry D. S
mith
and for which he is the trustee, with respect to the Shares
directly and beneficially owned by it as a limited partner in SPR,
SH114 and IES;
(v)
WESCO
Energy Corporation, a Delaware corporation (“WESCO”),
which is owned by SRP and for Jerry D. Smith as the President and
Vice Chairman, with respect to the Shares directly and beneficially
owned by it;
(vi)
SH114,
LLP, an Arizona limited liability partnership
(“SH114”), in which JDI is the general partner and the
JDS Trust is the sole limited partner, with respect to the Shares
directly and beneficially owned by it.
(vii)
Insurance Endowment
Strategies, LLP, an Arizona limited liability partnership
(“IES”), in which JDI is the general partner, and WESCO
and the JDS Trust are the only limited partners, with respect to
the Shares directly and beneficially owned by it.
(viii)
75th Street Holdings,
LLC, an Arizona limited liability company (“75th Street”), in
which Jerry D. Smith is the manager and the JDS Trust is the sole
member, with respect to the Shares directly and beneficially owned
by it.
Each of
the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing and
Solicitation Agreement, as further described in Item 6.
Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is
10632 N Scottsdale Road, #208,
Scottsdale, AZ 85254. The officers and directors of JDI and
WESCO and the partners of SPR, SH114 and IES, and the members and
manager of 75th Street and their
principal occupations and business addresses are set forth on
Schedule A to the Schedule 13D and are incorporated by reference in
this Item 2.
10
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 11 of 21
Pages
|
(c) The
principal business of JDI is serving as the general partner of SPR,
SH114 and IES and conducting other similar activities. The
principal business of WESCO is investments including the ownership
and development of certain intellectual property utilized in the
oil refining industry. The principal business of SH114 is real
property investments. The principal business of SPR is serving as
aprivate investment fund investing in various opportunities,
including real estate and debt and equity of public and private
companies. SPR has been formed for the purpose of making equity and
debt investments and, on occasion, taking an active role in the
management of portfolio companies in order to enhance shareholder
value. The principal business of IES involves certain life
insurance strategies. The principal business of 75th Street is real
estate investment. The principal business of Mr. Smith is serving
as primary executive officer of JDI and WESCO and similar
entities.
(d) No
Reporting Person, nor any person listed on Schedule A to the
Schedule 13D, has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A to the
Schedule 13D, has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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 finding any violation with respect to such
laws.
(f) Mr.
Smith is a citizens of the United States of America. All of the
entities listed on Schedule A to the Schedule 13D are entities
formed under the laws of various states of the United States of
America.
Item 3.
Source and Amount of Funds or Other Consideration.
The
Shares acquired by the Reporting Persons were purchased with
working capital or personal funds directly from the Issuer, or
received as fees for services, for loaning money to the Issuer, or
arranging loans from others to the Issuer. The aggregate purchase
price of the Shares beneficially owned by SPR cannot be established
as some of the Shares were issued as fees without a stated value in
such transactions.
Item 4.
Purpose of the Transaction.
The
Reporting Persons acquired the Shares based upon direct investment
into the Issuer through various transactions over a period of time.
The Issuer completed a registration report filed on Form 10 and
this report is based upon the results of that registration of the
Issuer. In addition, one of the Reporting Persons, the JDS Trust,
has received warrants to purchase 2,886,890 shares of the
Issuer’s common stock at an exercise price of $1.35 per share
in connection with certain debt of the Issuer to the JDS Trust,
which warrants expire on December 31, 2019, as well as the right to
convert the outstanding balance of certain additional loans and
pledges of collateral, currently totaling $220,000 plus accrued
interest, made by the JDS Trust to the Issuer following the
recapitalization at a conversion rate of $0.25 per share at any
time before the loan is repaid, currently granting JDS Trust the
right to acquire approximately 1,060,000 additional shares of the
Issuer’s common stock.
The
Reporting Persons acquired the Shares based on their belief that
the Shares, when acquired, were undervalued and represented an
attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that
would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the
Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem
advisable.
11
|
CUSIP No.
922587100
|
SCHEDULE
13D
|
Page 12 of 21
Pages
|
No
Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set
forth herein or such as would occur upon or in connection with
completion of, or following, any of the actions discussed herein.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis. Depending on various factors
including, without limitation, the Issuer’s financial
position and investment strategy, the price levels of the Shares,
conditions in the securities markets and general economic and
industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, continuing to
engaging in communications with management and the Board of
Directors of the Issuer, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting
Persons’ investment, making proposals to the Issuer
concerning changes to the capitalization, ownership structure,
board structure (including board composition) or operations of the
Issuer, purchasing additional Shares, selling some or all of their
Shares, engaging in short selling of or any hedging or similar
transaction with respect to the Shares, or changing their intention
with respect to any and all matters referred to in Item
4.
Item 5.
Interest in Securities of the Issuer.
The
aggregate percentage of Shares reported owned by each person named
herein is based upon 49,144,853 Shares outstanding, as of August
31, 2018, which is the total number of Shares outstanding as
reported by the Issuer prior to the effective date of the
Company’s registration Form 10/A, filed with the Securities
and Exchange Commission on August 17, 2017.
A.
JDI
(a)
JDI, as the general partner of SPR, SH114 and IES, is controlled by
Jerry D. Smith, and may be deemed to own the Shares directly and
beneficially owned by all of the Reporting Persons, aggregating
10,449,757 Shares, plus outstanding warrants to acquire an
additional 2,886,890 shares, as well as the right to convert
additional debt into approximately 1,060,000 additional shares, for
a total of 14,396,647 shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,647
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,647
(c)
There were no transactions in the Shares, directly or beneficially,
by JDI during the past 60 days. JDS Trust has the right to convert
the outstanding balance of certain additional loans, currently
totaling $220,000 plus accrued interest, made by the JDS Trust to
the Issuer following the recapitalization at a conversion rate of
$0.25 per share at any time before the loan is repaid, currently
granting JDS Trust the right to acquire approximately 1,060,000
additional shares of the Issuer’s common stock.
12
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CUSIP No.
922587100
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SCHEDULE
13D
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Page 13 of 21
Pages
|
B.
SPR
(a) SPR
may be deemed to own the Shares directly and beneficially owned by
all of the Reporting Persons, aggregating 14,396,647
Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,647
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,647
(c)
There were no transactions in the Shares, directly or beneficially,
by SPR during the past 60 days. JDS Trust has the right to convert
the outstanding balance of certain additional loans, currently
totaling $220,000 plus accrued interest, made by the JDS Trust to
the Issuer following the recapitalization at a conversion rate of
$0.25 per share at any time before the loan is repaid, currently
granting JDS Trust the right to acquire approximately 1,060,000
additional shares of the Issuer’s common stock.
C.
Jerry D. Smith
(a) Mr.
Smith, as the chief executive officer of JDI and WESCO, and as the
trustee of the JDS Trust, may be deemed to own the Shares directly
and beneficially owned by all of the Reporting Persons, aggregating
14,396,467 Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,467
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,467
(c)
There were no transactions in the Shares, directly or beneficially,
by Jerry D. Smith during the past 60 days. JDS Trust has the right
to convert the outstanding balance of certain additional loans,
currently totaling $220,000 plus accrued interest, made by the JDS
Trust to the Issuer following the recapitalization at a conversion
rate of $0.25 per share at any time before the loan is repaid,
currently granting JDS Trust the right to acquire approximately
1,060,000 additional shares of the Issuer’s common
stock.
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CUSIP No.
922587100
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SCHEDULE
13D
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Page 14 of 21
Pages
|
D. JDS
Trust
(a) JDS
Trust is an estate planning trust created by Mr. Smith. Mr. Smith
is the principal beneficiary and the trustee of the trust. JDS
Trust may be deemed to own the Shares directly and beneficially
owned by all of the Reporting Persons, aggregating 14,396,467
Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,467
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the
disposition:14,396,467
(c)
There were no transactions in the Shares, directly or beneficially,
by JDS Trust during the past 60 days. JDS Trust has the right to
convert the outstanding balance of certain additional loans,
currently totaling $220,000 plus accrued interest, made by the JDS
Trust to the Issuer following the recapitalization at a conversion
rate of $0.25 per share at any time before the loan is repaid,
currently granting JDS Trust the right to acquire approximately
1,060,000 additional shares of the Issuer’s common
stock.
E.
WESCO Energy Corporation
(a)
WESCO is owned by SPR and Mr. Smith is the chief executive officer
of WESCO. WESCO may be deemed to own the Shares directly and
beneficially owned by all of the Reporting Persons, aggregating
14,396,467 Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,467
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,467
(c)
There were no transactions in the Shares, directly or beneficially,
by WESCO Energy Corporation during the past 60 days. JDS Trust has
the right to convert the outstanding balance of certain additional
loans, currently totaling $220,000 plus accrued interest, made by
the JDS Trust to the Issuer following the recapitalization at a
conversion rate of $0.25 per share at any time before the loan is
repaid, currently granting JDS Trust the right to acquire
approximately 1,060,000 additional shares of the Issuer’s
common stock.
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CUSIP No.
922587100
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SCHEDULE
13D
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Page 15 of 21
Pages
|
F.
SH114, LLP
(a) JDI
is the general partner of SH114 and its only limited partner is the
JDS Trust. SH114 may be deemed to own the Shares directly and
beneficially owned by all of the Reporting Persons, aggregating
14,396,467 Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,467
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,467
(c)
There were no transactions in the Shares, directly or beneficially,
by SH114 during the past 60 days. JDS Trust has the right to
convert the outstanding balance of certain additional loans,
currently totaling $220,000 plus accrued interest, made by the JDS
Trust to the Issuer following the recapitalization at a conversion
rate of $0.25 per share at any time before the loan is repaid,
currently granting JDS Trust the right to acquire approximately
1,060,000 additional shares of the Issuer’s common
stock.
G.
INSURANCE ENDOWMENT STRATEGIES, LLP
(a) JDI
the general partner of SH114 and its only limited partners are the
JDS Trust and WESCO. IES may be deemed to own the Shares directly
and beneficially owned by all of the Reporting Persons, aggregating
14,396,467 Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,467
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,467
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CUSIP No.
922587100
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SCHEDULE
13D
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Page 16 of 21
Pages
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(c)
There were no transactions in the Shares, directly or beneficially,
by IES during the past 60 days. JDS Trust has the right to convert
the outstanding balance of certain additional loans, currently
totaling $220,000 plus accrued interest, made by the JDS Trust to
the Issuer following the recapitalization at a conversion rate of
$0.25 per share at any time before the loan is repaid, currently
granting JDS Trust the right to acquire approximately 1,060,000
additional shares of the Issuer’s common stock.
H.
75TH
STREET HOLDINGS, LLC
(a)
Jerry D. Smith the manager of 75th Street and its only
member is the JDS Trust. 75th Street may be
deemed to own the Shares directly and beneficially owned by all of
the Reporting Persons, aggregating 14,396,467 Shares.
Percentage:
Approximately 27.12%
(b)
1. Sole
power to vote or direct vote: 0
2.
Shared power to vote or direct vote: 14,396,467
3. Sole
power to dispose or direct the disposition: 0
4.
Shared power to dispose or direct the disposition:
14,396,467
(c)
There were no transactions in the Shares, directly or beneficially,
by 75th
STREET HOLDINGS, LLC during the past 60 days. JDS Trust has the
right to convert the outstanding balance of certain additional
loans, currently totaling $220,000 plus accrued interest, made by
the JDS Trust to the Issuer following the recapitalization at a
conversion rate of $0.25 per share at any time before the loan is
repaid, currently granting JDS Trust the right to acquire
approximately 1,060,000 additional shares of the Issuer’s
common stock.
Each
Reporting Person, as a member of a “group” with the
other Reporting Persons for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, may be deemed the
beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its
pecuniary interest therein.
(d) No
person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e) Not
applicable.
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CUSIP No.
922587100
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SCHEDULE
13D
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Page 17 of 21
Pages
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Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On
August 31, 2018 the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by
applicable law. The Joint Filing Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
99.1
Joint Filing
Agreement by and among SPR, JDI, WESCO, SH114, JDS Trust, IES,
75th
Street, and Jerry D. Smith, dated August 31, 2018.
17
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated:
October 29, 2017
|
|
JD INVESTMENTS,
INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jerry D.
Smith
|
|
|
|
|
Jerry D. Smith,
President
|
|
|
|
SONORAN PACIFIC
RESOURCES, LLP
|
|
|
|
|
|
|
|
|
|
By:
|
JD Investments,
Inc.
|
|
|
|
|
General
Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jerry D.
Smith
|
|
|
|
|
Jerry D. Smith,
President
|
|
|
|
|
|
|
|
|
|
/s/ Jerry D.
Smith
|
|
|
|
|
Jerry D.
Smit
|
|
|
|
JDS
TRUST
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Jerry D.
Smith
|
|
|
|
|
Jerry D. Smith, Trustee |
|
|
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|
|
WESCO ENERGY
CORPORATION
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jerry D.
Smith
|
|
|
|
|
Jerry D. Smith,
President
|
|
|
|
SH114,
LLP
|
|
|
|
|
|
|
|
|
|
By:
|
JD Investments,
Inc.
|
|
|
|
|
General
Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jerry D.
Smith
|
|
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|
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Jerry D. Smith,
President
|
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18
|
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INSURANCE ENDOWMENT
STRATEGIES, LLP
|
|
|
|
|
|
|
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|
|
By:
|
JD Investments,
Inc.
|
|
|
|
|
General
Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jerry D.
Smith
|
|
|
|
|
Jerry D. Smith,
President
|
|
|
|
75TH STREET HOLDINGS,
LLC
|
|
|
|
|
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|
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|
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By:
|
/s/
Jerry D.
Smith
|
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Jerry D. Smith, Manager |
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19
Schedule
A to 13D
Directors and Officers of JD Investments, Inc.
|
Name
and Position
|
Principal
Occupation
|
Business
Address
|
|
Jerry
D. Smith, President, Director
|
Business
Executive
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
JD
Smith, Vice President
|
Business
Executive
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
Kathy
Berardi, Secretary
|
Executive Asst,
Bookkeeper
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
Partners of Sonoran Pacific Resources, LLP
|
Name
and Position
|
Principal
Occupation
|
Business
Address
|
|
JD
Investments, Inc., General Partner
|
Investments and
Management
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
JDS
Trust, Limited Partner
|
Investments
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
Sonoran
Pacific Foundation, Inc., Limited Partner
|
Charity
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
Family
Life Educational Ministries, Inc., Limited Partner
|
Charity
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
Center
for Sharing, Inc., Limited
Partner
|
Charity
|
3525
East “A” Street
Pasco,
WA 99301
|
|
Jubilee
Foundation, Inc,. Limited
Partner
|
Charity
|
29
Jubilee Circle
Prescott, WA
99348
|
|
Vista
Hermosa, Inc., Limited
Partner
|
Charity
|
111
Fishhook Park Rd.
Prescott, WA
99348
|
Directors and Officers of WESCO Energy Corporation
|
Name
and Position
|
Principal
Occupation
|
Business
Address
|
|
Jerry
D. Smith, President, CEO Director
|
Business
Executive
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
JD
Smith, Vice President, Director, Chairman
|
Business
Executive
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
Kathy
Berardi, Secretary
|
Executive Asst,
Bookkeeper
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
20
Partners of SH114, LLP
|
Name
and Position
|
Principal
Occupation
|
Business
Address
|
|
JD.
Investment, Inc., General Partner
|
Investments and
Management
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
JDS
Trust, Limited Partner
|
Investments
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
Partners of Insurance Endowment
Strategies, LLP
|
Name
and Position
|
Principal
Occupation
|
Business
Address
|
|
JD.
Investment, Inc., General Partner
|
Investments and
Management
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
JDS
Trust, Limited Partner
|
Investments
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
WESCO Energy
Corporation, Limited Partner
|
Energy
Industry Investments
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
Manager and Members of
75th
Street
Holdings, LLC
|
Name
and Position
|
Principal
Occupation
|
Business
Address
|
|
Jerry
D. Smith, Manager
|
Investments and
Management
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
|
JDS
Trust, Member
|
Investments
|
10632 N
Scottsdale Road, #208
Scottsdale, AZ
85254
|
21