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
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Imperalis Holding Corp.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45257M106
(CUSIP Number)
July 26, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
__ Rule 13d-1(b)
X Rule 13d-1(c)
__ 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.
Note: The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Actof 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).
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1. Names of Reporting Persons.
GCEF Opportunity Fund LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) 0
(b) 0
3. SEC Use Only
4. Citizenship or place of organization: Delaware
Number of Shares
Beneficially Owned by Each Reporting Person With
5. Sole Voting Power 17,180,590
6. Shared Voting Power 0
7. Sole Dispositive Power 17,180,590
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,180,590 shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) 0
11. Percent of Class Represented by Amount in Row (9) 9.34
12. Type of Reporting Person (See Instructions) OO
Item 1(a) Name of issuer:
Imperalis Holding Corp.
Item 1(b) Address of issuer's principal executive offices:
1421 McCarthy Blvd.
Milpitas CA 95035
2(a) Name of person filing:
GCEF Opportunity Fund LLC
2(b) Address or principal business office or, if none, residence:
780 Deltona Blvd., Suite 202
Deltona, FL 32725
2(c) Citizenship:
GCEF Opportunity Fund LLC is a limited liability company organized under the law
of Delaware.
2(d) Title of class of securities:
Common stock, par value $0.001 per share.
2(e) CUSIP No.:
45257M106
Item 3. Type of filing
Not applicable.
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: 17,180,590
(b) Percent of class: 9.34%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 17,180,590
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 17,180,590
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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
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, other than
activities solely in connection with a nomination under section 240.14a-11.
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.
Date: August 4, 2023 GCEF opportunity Fund LLC
By: /s/ George Castillo
Name: George Castillo, Member