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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Steven C. Metzger
3626 N. Hall Street, Suite 800
Dallas, Texas 75219
214-740-5030
214-523-3838 (Facsimile)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 Rules 13d-1(b)(3) or (4), check the
following box o.
Note:
Six copies of this statement, including all exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting personss initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 the 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).
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1) |
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NAMES OF REPORTING PERSONS
Arcadian Energy, Inc. (formerly International Health Products, Inc.) |
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2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3) |
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SEC USE ONLY |
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4) |
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SOURCE OF FUNDS (SEE
INSTRUCTIONS) WC/OO |
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5) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6) |
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CITIZENSHIP OR PLACE OF ORGANIZATION U.S. |
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7) |
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SOLE VOTING POWER 363,078 |
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NUMBER OF |
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SHARES |
8) |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
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SOLE DISPOSITIVE POWER 363,078 |
REPORTING |
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PERSON |
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WITH |
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SHARED DISPOSITIVE POWER -0- |
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11) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,313,078 |
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12) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.44% |
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14) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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1) |
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NAMES OF REPORTING PERSONS
TacCo Financial, Inc. |
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2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3) |
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SEC USE ONLY |
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4) |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO |
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5) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6) |
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CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
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7) |
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SOLE VOTING POWER 500 |
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NUMBER OF |
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SHARES |
8) |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
9) |
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SOLE DISPOSITIVE POWER 500 |
REPORTING |
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PERSON |
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WITH |
10) |
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SHARED DISPOSITIVE POWER -0- |
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11) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 |
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12) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% |
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14) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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1) |
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NAMES OF REPORTING PERSONS
URC Energy LLC, |
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2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3) |
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SEC USE ONLY |
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4) |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) AF/OO |
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5) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
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SOLE VOTING POWER 950,000 |
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NUMBER OF |
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SHARES |
8) |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
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SOLE DISPOSITIVE POWER 950,000 |
REPORTING |
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PERSON |
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WITH |
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SHARED DISPOSITIVE POWER -0- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,000 |
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12) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.79% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
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1) |
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NAMES OF REPORTING PERSONS
West Go Green LLC, |
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2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3) |
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SEC USE ONLY |
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4) |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) AF/OO |
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5) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6) |
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CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
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7) |
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SOLE VOTING POWER -0- |
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NUMBER OF |
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SHARES |
8) |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
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SOLE DISPOSITIVE POWER -0- |
REPORTING |
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PERSON |
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WITH |
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SHARED DISPOSITIVE POWER -0- |
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11) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
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12) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- |
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14) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
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Item 1. Security and Issuer
This Amendment No. 15 to Statement on Schedule 13D (this Amendment No. 15) relates to shares
of Common Stock, par value $0.01 per share (the Shares) of New Concept Energy, Inc. (formerly
CabelTel International Corporation), a Nevada corporation (the Company or the Issuer or GBR),
and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 14
to Statement on Schedule 13D (collectively the Amended Statement) filed by the Reporting
Persons described below. The principal executive offices of the Issuer are located at 1755
Wittington Place, Suite 340, Dallas, Texas 75234. The name of the Issuer changed on May 21, 2008.
The CUSIP number of the Shares is 643611-10-6. The Shares are currently listed and traded on the
American Stock Exchange LLC.
This Amendment No. 15 is being filed to reflect the disposition by one of the Reporting
Persons of 100,000 Shares (5.14%) by one entity to another entity. which again becomes a
Reporting Person. See Item 5 below.
Item 2. Identity and Background
Item 2 of the Amended Statement is further amended by restating the first portion of such item
as follows:
(a)-(c) and (f). This Amendment No. 15 is being filed on behalf of Arcadian Energy, Inc.
(formerly International Health Products, Inc.), a Nevada corporation (AEI), TacCo Financial, Inc.
(formerly Institutional Capital Corporation), a Nevada corporation (TFI), URC Energy LLC, a
Nevada limited liability company (URCELLC), the sole member of which is AEI, and West Go Green
LLC, a Nevada limited liability company (WGGLLC), the sole member of which is AEI. AEI, TFI,
URCELLC and WGGLLC are collectively referred to as the Reporting Persons. The Reporting Persons
may be deemed to constitute a Person within the meaning of Section 13d of the Securities Exchange
Act of 1934, as amended. AEI is owned by a trust established for the benefit of the wife and
children of Gene E. Phillips (the Martin Trust). AEI is managed by R Neil Crouch II who also
manages other private entities owned by Mr. Phillips or his family trusts. Mr. Crouch consults on
a regular basis with Mr. Phillips regarding investments in marketable securities by AEI. TFIs
day-to-day operations are managed by the same personnel who manage AEIs day-to-day operations and
other private companies owned by Gene E. Phillips or his family trusts. TFI has its principal
executive offices located at 555 Republic Drive, Suite 490, Plano, Texas 75074. AEI has its
principal office at 1755 Wittington Place, Dallas, Texas 75234.
URCELLCs sole and managing member is AEI. The principal executive offices of URCELLC are
located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234.
WGGLLCs sole and managing member is AEI. The principal executive offices of WGGLLC, are
located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234.
Item 5. Interest in Securities of the Issuer
(a) According to the latest information available as of November 2, 2009, the total number of
issued and outstanding Shares is believed to be 1,946,935 Shares, and each of the Reporting Persons
own and hold directly the following Shares as of January 15, 2010:
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No. of Shares |
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Approximate Percent |
Name |
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Owned Directly |
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of Class |
AEI |
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363,078 |
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18.65 |
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TFI* |
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500 |
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0.03 |
% |
URCELLC |
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950,000 |
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48.79 |
% |
WGGLLC |
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-0- |
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-0- |
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1,313,578 |
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67.47 |
% |
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TFI also holds exercisable rights under a Stock Option Agreement dated December 16, 2003
covering the right to purchase 40,000 Shares at $2.60 per Share. |
Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of TFI may be deemed to
beneficially own the Shares held directly by TFI; each of the directors of AEI may be deemed to
beneficially own any Shares held by WGGLLC, URCELLC and AEI. Those individuals and the number of
Shares deemed beneficially owned pursuant to Rule 13d-3 and the approximate percent of class, as
well as the relationship, are set forth in the following table as of January 15, 2010:
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Name of Director or |
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No. of Shares |
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Approximate Percent |
Manager |
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Entity |
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Beneficially Owned |
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of Class |
J.T. Tackett |
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TFI |
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500 |
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0.03 |
% |
E. Wayne Starr |
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TFI |
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500 |
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0.03 |
% |
R. Neil Crouch II |
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AEI, URCELLC and WGGLLC |
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1,313,078 |
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67.44 |
% |
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Total Shares beneficially owned by Reporting
Persons and individuals listed above: |
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1,313,578 |
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67.47 |
% |
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(b) Each of the directors of TFI share voting and dispositive power over the 500 Shares held
directly by TFI. R. Neil Crouch the sole director of AEI voting and dispositive power over the
950,000 Shares held directly by URCELLC and over the 363,078 Shares held by AEI.
(c) During the sixty calendar days ended January 15, 2010, except for the disposition of
100,000 Shares by AEI/WGGLLC in a private transaction described below, the Reporting Persons and
their executive officers and directors did not engage in any transaction in the Shares or any other
equity interest derivative thereof. On December 30, 2009, AEI made a contribution to the capital
of WGGLLC of $690,000 by the transfer from AEI to WGGLLC of 100,000 Shares of GBR. Such
contribution to the capital of WGGLLC was made without the issuance by WGGLLC of any additional
securities to AEI which is the sole member of WGGLLC. On January 15, 2010, but effective for tax
and accounting purposes at December 31, 2009, WGGLLC sold 100,000 Shares of GBR to Go Green Fuel
N.A., LP, a Texas limited partnership, the sole general partner of which is GGF North American LLC,
a Texas limited partnership. Such sale was at a price of $6.90 per Share for a total of $690,000
in cash, which WGGLLC simultaneously paid the sum of $690,000 in cash in reduction of principal of
that certain Promissory Note dated April ___, 2008 in the original stated principal
amount of $1,075,000 issued by WGGLLC payable to the order of Go Green Fuel N.A., LP. As a part of
the transaction of sale, WGGLLC was granted a Repurchase Option for a period of three calendar
years from December 31, 2009 to repurchase all or any portion of the 100,000 Shares of GBR sold to
Go Green Fuel N.A., LP pursuant to the arrangement at the original purchase price per Share of
$6.90 per Share. Said Repurchase Option may be exercised by WGGLLC or its assignee by written
notice to Go Green Fuel N.A., LP and, at WGGLLC or its assignees option, by delivery to Go Green
Fuel N.A., LP with such notice of a check in the amount of the repurchase price for the number of
shares being repurchased. See Item 6 below. WGGLLC is also a limited partner in Go Green Fuel,
N.A., LP holding a 15.31% limited partner interest in such limited partnership. The other limited
partners in such partnership and the general partner, GGF North American LLC are not affiliated
with WGGLLC or AEI.
(d) No person other than the Reporting Persons or members of their respective Boards of
Directors is known to have the right to receive or the power to direct receipt of dividends from,
or the proceeds of sale of, the Shares of GBR held by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
Item 6 of the Amended Statement is hereby further amended by adding the following at the end
of current Item 6 in place of the next-last and second-last paragraphs thereof.
Of the Shares owned by AEI , 356,110 Shares are now held in a brokerage account at Oppenheimer
& Co. and may be deemed to be collateral for borrowings pursuant to margin or other account
arrangements which are standard arrangements involving margin securities of up to a specified
percentage of the market value of the Shares and bear interest at varying rates and contain only
standard default and similar provisions, the operating of any of which should not give any person
immediate voting power or investment power over such securities. Such arrangements exist with the
Shares and other securities held in such account and it is impracticable at any time to determine
the amounts, if any, with respect to such Shares and interest cost under such arrangements vary
with applicable costs and account balances.
On January 15, 2010, effective December 31, 2009, WGGLLC sold and transferred 100,000
Shares of GBR to GO Green Fuel N.A., LP at a price of $6.90 per Share pursuant to a Securities
Transfer Agreement effective December 31, 2009 (the Agreement). Pursuant to the Agreement, all
of the 100,000 Shares of GBR Common Stock purchased by GO Green Fuel N.A., LP under the Agreement
are subject to WGGLLCs Repurchase Option for a period of three calendar years from the date of
the Agreement expiring on December 31, 2012 pursuant to which WGGLLC has an irrevocable exclusive
option to repurchase all or any portion of the 100,000 Shares of GBR Common Stock sold to Go Green
Fuel N.A., LP pursuant to the Agreement at the original purchase price per Share of $6.90 per
Share. Such Repurchase Option may be exercised by WGGLLC or its assignee by written notice to Go
Green Fuel N.A., LP and at WGGLLC or its assignees option by delivery to Go Green Fuel N.A., LP
with such notice of a check in the amount of the purchase price for the number of shares being
repurchased. The
Repurchased Option may be assigned and transferred by WGGLLC to any of its
members or affiliates (defined to be an entity controlled by or under common control with WGGLLC) and
notice of any such assignment and transfer of the Repurchase Option shall be given to Go Green Fuel
N.A., LP at least two calendar days prior to the date of exercise of the Repurchase Option.
Except as set forth above, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships, legal or otherwise, with any person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions
of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURES
After reasonable inquiry and to the best of the respective knowledge or belief, the
undersigned certify that the information set forth in this Amendment No. 15 to Schedule 13D is
true, complete and correct.
Dated: January 18, 2010
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ARCADIAN ENERGY, INC. (formerly
International Health Products, Inc.)
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By: |
/s/ R. Neil Crouch
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R. Neil Crouch II, President and Treasurer |
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TACCO FINANCIAL, INC.
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By: |
/s/ Craig E. Landess
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Craig E. Landess, Secretary |
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URC ENERGY LLC
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By: |
/s/ R. Neil Crouch
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R. Neil Crouch II, Vice President |
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WEST GO GREEN LLC
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By: |
/s/ Craig E. Landess
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Craig E. Landess, Manager |
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