UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DISCOVERY ENERGY CORP.
f/k/a "Santos Resource Corp."
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
25470P 102
(CUSIP Number)
Randall W. Heinrich
Two Riverway, Suite 1080
Houston, Texas 77056
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 5, 2015
(Date of Event which Requires Filing of this Statement)
If this 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 Sections 13d-1(e), Sections 13d-1(f), or Sections 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 Rule 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 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 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).
SCHEDULE 13D
CUSIP No. 25470P 102
| 1 | Names of Reporting Person | ||
|
Keith D. Spickelmier |
|||
| S.S. or I.R.S. Identification No. of Above Person (entities only) | |||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) | ¨ |
| (b) | ¨ | ||
| 3 | SEC Use Only | ||
| 4 | Source of Funds: | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
| N/A | |||
| 6 | Citizenship or place of Organization: | ||
| United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power | ||
| 48,300,000 | ||||
| 8 | Shared Voting Power | |||
| -0- | ||||
| 9 | Sole Dispositive Power | |||
| 48,300,000 | ||||
| 10 | Shared Dispositive Power | |||
| -0- | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: | ||
| 48,300,000 | |||
| 12 | Check if the Aggregate Amount in Row (11) excludes certain shares: | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Box (11): | ||
| 35.5% | |||
| 14 | Type of Reporting Person | ||
| IN | |||
Purposes of Amendment
This Amendment No. 2 to Schedule 13D relates to shares of common stock in Discovery Energy Corp., a Nevada corporation f/k/a "Santos Resource Corp." (the “Company”). This Amendment No. 2 supplements and amends the initial statement on Schedule 13D filed on January 25, 2012 (the "Initial Statement") by Keith D. Spickelmier, as previously amendment by an Amendment No. 1 filed on November 2, 2012. This Amendment No. 2 is being filed to report a change in Mr. Spickelmier’s beneficial ownership due to several sales of Company shares by Mr. Spickelmier. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Initial Statement.
ITEM 4. Purpose of Transaction
Item 4 of the Initial Statement is being amended to read in its entirety as follows:
“The Reporting Person acquired the shares of Common Stock that are the subject of this Schedule 13D in two tranches. In the first of these tranches (which was acquired in connection with a change in the control of the Company on January 13, 2012), the Reporting Person acquired 20.0 million shares of Common Stock in a private transaction in consideration of the assignment of rights held by the Reporting Person pursuant to a legal document whereby Liberty Petroleum Corporation granted to the Reporting Person an exclusive right to negotiate an option to acquire the rights to develop acreage located in South Australia for oil and gas production. In the second of these tranches, the Reporting Person acquired on October 26, 2012 an additional 30.0 million shares of Common Stock directly from the Company in a private transaction as further consideration of the assignment of rights described in the preceding sentence.
At the time that the Reporting Person acquired his shares of Common Stock, he did so for investment, and without any plans or proposals to dispose of any of them. However, in June 2015, the Reporting Person decided to sell some of his shares of Common Stock to satisfy certain personnel expenses. As of the date of the filing of amendment of this Item 4, the Reporting Person engaged in three such sales described in the following table:
| Date of Sale | Number of Shares Sold | Aggregate Sales Proceeds |
| 6/03/2015 | 500,000 | $100,000 |
| 8/05/2015 | 200,000 | $40,000 |
| 8/12/2015 | 1,000,000 | $200,000 |
In the future to satisfy certain personnel expenses, the Reporting Person may sell a portion of the shares of common stock held now by him in the open market or in privately negotiated transactions. Such sales may be made at any time or from time to time, pursuant to the exemption from registration provided by Rule 144 under Securities Act of 1933 or another available exemption from registration under such act.
The Reporting Person acquired, and the Reporting Person intends to hold, his shares of Common Stock for investment, and does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person under the Reporting Person’s control of additional securities of the Company, or any disposition of securities of the Company other than as described in the preceding paragraph; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; except the Reporting Person may vote as a director to change the composition of the board in connection with any major capital raising transaction that the Company completes after the date of this amended statement, (v) any material change in the present capitalization or dividend policy of the Company; except the Reporting Person may vote as a director to approve a major capital raising transaction that the Company is currently pursuing or may pursue after the date of this amended statement, (vi) any other material change in the Company's business or corporate structure; except as described in the preceding, (vii) any changes in the Company's charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Company; (ix) any termination of registration pursuant to section 12(g)(4) of the Act of a class of equity securities of the Company; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to change his investment intent with respect to the Company at any time in the future. In reaching any conclusion as to his future course of action, the Reporting Person will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company, other business opportunities available to the Reporting Person, developments with respect to the business of the Reporting Person, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock. The Reporting Person may, depending on other relevant factors, acquire additional shares of Common Stock in open market or privately negotiated transactions, dispose of all or a portion of his holdings of shares of Common Stock or change his intention with respect to any or all of the matters referred to in this Item.”
ITEM 5. Interest in Securities of the Issuer
Item 5 of the Initial Statement is being amended to read in its entirety as follows:
“The Reporting Person individually owns outright 48.3 million shares of Common Stock for which he is the beneficial owner as he has sole voting and investment power over all of these shares. Except for the sales of Common Stock as reported herein, the Reporting Person has not effected any transaction in or with respect to the Common Stock during the past 60 days.”
SIGNATURE
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: August 18, 2015
/S/ Keith D. Spickelmier
Name/Title__________________________________________
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
(SEE 18 U.S.C. 1001).