SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Infinity Resources Holdings Corp. |
(Name of Issuer)
Common Stock, $0.001 par value |
(Title of Class of Securities)
45672K 107 |
(CUSIP Number)
Colton R. Melby c/o The Law Offices of Travis Bowen, PC 136 East South Temple, Suite 1050 Salt Lake City, Utah 84111 (801) 364-0123 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Robert S. Kant, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, Arizona 85016
October 17, 2012 |
(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.
* | The remainder of this cover page shall be filled out for a reporting persons 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).
Page 2 of 8
CUSIP No. 45672K 107 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Colton R. Melby | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
14,653,229(1) | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
14,653,229(1) | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,653,229(1) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.36% (2) | |||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
(1) | Includes 8,018,866 shares of Common Stock held by Earth Now Investments, L.L.C., 6,523,873 shares of Common Stock held by Global Security Holding, L.L.C., and 110,490 shares of Common Stock held by Bone Logic, L.L.C., over which Colton R. Melby holds the beneficial interest, including voting and dispositive power. |
(2) | Based on 57,776,611 shares of Common Stock outstanding on October 17, 2012. |
Page 3 of 8
CUSIP No. 45672K 107 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Earth Now Investments, L.L.C. I.R. S. Identification No. 26-3301716 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
8,018,866 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
8,018,866 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,018,866 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.88% (2) | |||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
(2) | Based on 57,776,611 shares of Common Stock outstanding on October 17, 2012. |
Page 4 of 8
CUSIP No. 45672K 107 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Global Security Holding, L.L.C. I.R. S. Identification No. 26-2626768 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
6,523,873 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
6,523,873 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,523,873 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.29% (2) | |||||
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
(2) | Based on 57,776,611 shares of Common Stock outstanding on October 17, 2012. |
Page 5 of 8
CUSIP No. 45672K 107 |
Item 1. | Security and Issuer |
This Schedule 13D relates to the shares of common stock, $0.001 par value per share (Common Stock) of Infinity Resources Holdings Corp., a Nevada corporation (the Issuer). The principal executive offices of the Issuer are located at 1375 North Scottsdale Road, Suite 140, Scottsdale, Arizona 85257.
Item 2. | Identity and Background |
(a) This Schedule 13D is being jointly filed by the following persons (collectively, the Reporting Persons): (i) Colton R. Melby, an individual (Melby); (ii) Earth Now Investments, L.L.C., a Nevada limited liability company (Earth Now); and (iii) Global Security Holding, L.L.C., a Nevada limited liability company (Global Security). Melby holds the beneficial interest of Earth Now and Global Security, including voting and dispositive power of the shares of Common Stock held by Earth Now and Global Security. As a result of the foregoing, Melby may be deemed beneficially to own the securities of the Issuer owned by Earth Now and Global Security.
The Reporting Persons have entered into a Joint Filing Agreement dated as of October 17, 2012, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly.
(b) The business address of Melby is c/o The Law Offices of Travis Bowen, PC, 136 East South Temple, Suite 1050, Salt Lake City, Utah 84111. The address of the principal office of Earth Now is c/o The Law Offices of Travis Bowen, PC, 136 East South Temple, Suite 1050, Salt Lake City, Utah 84111. The principal business of Earth Now is investments. The address of the principal office of Global Security is c/o The Law Offices of Travis Bowen, PC, 136 East South Temple, Suite 1050, Salt Lake City, Utah 84111. The principal business of Global Security is investments.
(c) Melby is a director of the Issuer. The address of the Issuer is 1375 North Scottsdale Road, Suite 140, Scottsdale, Arizona 85257.
(d) During the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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) The individual Reporting Person is a U.S. citizen.
Item 3. | Source and Amount of Funds or Other Consideration |
Earth Now, Global Security, and Bone Logic, L.L.C., a Nevada limited liability company over which the reporting person holds the beneficial interest (Bone Logic), received an aggregate of 14,653,229 shares (the Shares) of Common Stock in exchange for shares (the Earth911 Shares) of the outstanding capital stock of Earth911, Inc., a Delaware corporation (Earth911), pursuant to an Agreement and Plan of Merger, dated as of May 21, 2012, by and among the Issuer, YouChange Merger Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of the Issuer, and Earth911, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of August 22, 2012, and that certain Amendment No. 2 to Agreement and Plan of Merger, dated as of August 31, 2012 (collectively, the Merger Agreement). The Agreement and Plan of Merger was filed with the Securities and Exchange Commission (the SEC) on May 21, 2012 on a Quarterly Report on Form 10-Q; Amendment No. 1 to the Agreement and Plan of Merger was filed with the SEC on August 27, 2012 on a Definitive Schedule 14C Information Statement; and Amendment No. 2 to the Agreement and Plan of Merger was filed with the SEC on September 28, 2012 on a Current Report on Form 8-K. The transactions contemplated by the Merger Agreement closed on October 17, 2012.
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CUSIP No. 45672K 107 |
Item 4. | Purpose of the Transaction |
Earth Now, Global Security, and Bone Logic received the Shares in exchange for the Earth911 Shares under the Merger Agreement.
Subject to ongoing evaluation, except as set forth above, each of the Reporting Persons has no current plans or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional 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 Issuers business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuers charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(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, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. | Interest in Securities of the Issuer |
(a) Earth Now beneficially owns 8,018,866 shares of Common Stock, which represent approximately 13.88% of the outstanding shares of Common Stock. Global Security beneficially owns 6,523,873 shares of Common Stock, which represent approximately 11.29% of the outstanding shares of Common Stock. By reason of Melby holding the beneficial interest of Earth Now, Global Security, and Bone Logic, including voting and dispositive power of the shares of Common Stock held by Earth Now, Global Security, and Bone Logic, Melby may be deemed to beneficially own 14,653,229 shares of Common Stock, which represent approximately 25.36% of the outstanding shares of Common Stock.
(b) Earth Now has the sole power to vote and sole power to dispose of 8,018,866 shares of Common Stock, which represent approximately 13.88% of the outstanding shares of Common Stock. Global Security has the sole power to vote and sole power to dispose of 6,523,873 shares of Common Stock, which represent approximately 11.29% of the outstanding shares of Common Stock. By reason of Melby holding the beneficial interest of Earth Now, Global Security, and Bone Logic, including voting and dispositive power of the shares of Common Stock held by Earth Now, Global Security, and Bone Logic, Melby may be deemed to have the sole power to vote and sole power to dispose of 14,653,229 shares of Common Stock, which represent approximately 25.36% of the outstanding shares of Common Stock.
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CUSIP No. 45672K 107 |
(c) No transactions in the Issuers Common Stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Reference is made to the transaction stated in Item 3 above.
Item 7. | Material to be Filed as Exhibits |
Exhibit A - Joint Filing Agreement dated as of October 17, 2012.
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CUSIP No. 45672K 107 |
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.
Dated: November 14, 2012 | /s/ Colton R. Melby | |||||
Colton R. Melby | ||||||
EARTH NOW INVESTMENTS, L.L.C. | ||||||
By: | Pelican Crest Management Group | |||||
Its: | Manager | |||||
By: | Pelican Crest Asset Management, L.L.C. | |||||
Its: | Manager | |||||
By: | /s/ Colton R. Melby | |||||
Name: | Colton R. Melby | |||||
Title: | Manager | |||||
GLOBAL SECURITY HOLDING, L.L.C. | ||||||
By: | Pelican Crest Management Group | |||||
Its: | Manager | |||||
By: | Pelican Crest Asset Management, L.L.C. | |||||
Its: | Manager | |||||
By: | /s/ Colton R. Melby | |||||
Name: | Colton R. Melby | |||||
Title: | Manager |
Page 1 of 1
CUSIP No. 45672K 107 |
EXHIBIT A
JOINT FILING AGREEMENT
Dated as of October 17, 2012
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of the undersigned of a Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Infinity Resources Holdings Corp., a Nevada corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing.
Each of the undersigned agrees that each party hereto is responsible for the timely filing of such Schedule 13D (including any and all amendments thereto) and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party actually knows that such information is incorrect. Each party will indemnify the other parties for any incompleteness or inaccuracy in such information concerning the indemnifying party.
Dated: November 14, 2012 | /s/ Colton R. Melby | |||||
Colton R. Melby | ||||||
EARTH NOW INVESTMENTS, L.L.C. | ||||||
By: | Pelican Crest Management Group | |||||
Its: | Manager | |||||
By: | Pelican Crest Asset Management, L.L.C. | |||||
Its: | Manager | |||||
By: | /s/ Colton R. Melby | |||||
Name: | Colton R. Melby | |||||
Title: | Manager | |||||
GLOBAL SECURITY HOLDING, L.L.C. | ||||||
By: | Pelican Crest Management Group | |||||
Its: | Manager | |||||
By: | Pelican Crest Asset Management, L.L.C. | |||||
Its: | Manager | |||||
By: | /s/ Colton R. Melby | |||||
Name: | Colton R. Melby | |||||
Title: | Manager |