U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 29, 2006
ECOLOCLEAN INDUSTRIES, INC.
(Exact Name of registrant as specified in its Charter)
Nevada 0-33481 65-1060612
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(State of Incorporation) Commission File No. Fed. Taxpayer I.D.
2242 South Highway 83, Crystal City, TX 78839
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(Address of principal executive offices) (Zip Code)
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(Registrant's former name and address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions below:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240-14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets
On December 29, 2006, the Company disposed of its wholly owned subsidiary, Acquatronics Industries, Inc. We returned Eighty-one (81%) percent of the Aquatronics shares to Ruth Schachter and sold Nineteen (19%) percent of the Aquatronics shares to Samuel Simon, a company employee, discharging $100,000 debt owned to Simon. Howard Schachter was the President of Aquatronics Industries, Inc. Ruth Schachter is his spouse.
In connection with the disposition of Aquatronics Indutries, Inc., the Company assisted in the amendment of agreements associated with the BioCatalytica, Inc. patent assignment which had been assigned to Aquatronics Industries. This action resulted in the cancellation of Two Million (2,000,000) shares of Ecoloclean Industries common stock which had been held for the benefit of Biocatalytica patent assignment to Aquatronics. Additionally, $101,750 of Aquatronics debt was cancelled.
Item 7.01 Regulation FD Disclosure
On January 12, 2007, the Company issued a press release on PR Newswire disclosing the Aquatronics Industries, Inc. disposition. A copy of the press release is attached as Exhibit 99.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 will not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as will be expressly set forth by specific reference in such a filing. The information set forth in this Item 7.01 will not be deemed an admission of materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(c) Exhibit Number Description
10 Amendment to Agreement
99 January 12, 2007 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ECOLOCLEAN INDUSTRIES, INC.
Dated: February 26, 2007
/s/ Royis Ward
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By: Royis Ward
Title: President
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Exhibit 10
Form of Amendment to Agreement
AMENDMENT TO AGREEMENT
AMENDMENT TO AGREEMENT FOR ASSIGNMENT OF PATENT dated March 23, 2006 by and between BIOCATALYTICA, INC., a Rhode Island Corporation now located at 24 Glendale Avenue, Providence, Rhode Island 02906 ("BIOCATALYTICA") and AQUATRONICS INDUSTRIES, INC., a Rhode Island Corporation located at 501 Bullocks Point Road, Riverside, Rhode Island 02906 ("AQUATRONICS"), a wholly owned subsidiary of ECOLOCLEAN INDUSTRIES, INC. of Crystal City, Texas ("ECOLOCLEAN").
WHEREAS in an agreement dated March 23, 2006, BIOCATALYTICA assigned all its rights, title and interest in United States Patent No.: US 6-524-540 Bl relating to the disinfection and purification of water and related technology to AQUATRONICS ("Patent").
NOW THEREFORE, BIOCATALYTICA and AQUATRONICS ("PARTIES") for mutual valuable consideration, the receipt of which is hereby acknowledged, agree to this AMENDMENT TO AGREEMENT FOR ASSIGNMENT OF PATENT according to the following terms and conditions:
Effective Date. The effective date for this AMENDMENT TO AGREEMENT shall be December 11, 2006.
Reassignment. As of the effective date of this AMENDMENT TO AGREEMENT, AQUATRONICS reassigns to BIOCATALYTICA all its rights, title and interest in United States Patent No.: US 6-524-540 Bl relating to the disinfection and purification of water and related technology.
Execution of Documents regarding Relinquishment of Interest in Patent. Upon reasonable request by BIOCATALYTICA, AQUATRONICS agrees to promptly execute any additional documents necessary to perfect BIOCATALYTICA's title to the Patent.
Rescission of Right to Receive Payment. As of the effective date of this AMENDMENT TO AGREEMENT, BIOCATALYTICA cancels and rescinds any and all rights to collect remaining unpaid amounts due from AQUATRONICS from the original financial consideration of $150,000.00 (one hundred fifty thousand dollars) including accrued and /or current late fees.
Rescission of Right to Receive Shares of Restricted Common Stock. As of the effective date of this AMENDMENT TO AGREEMENT, BIOCATALYTICA cancels and rescinds any and all rights to collect or receive two million (2,000,000) shares of ECOLOCLEAN restricted common stock due on or before March 23, 2006.
No Royalties or Reports Due. The parties acknowledge that AQUATRONICS owes no royalties to BIOCATALYTICA since no products utilizing the patented technology were sold prior to this AMENDMENT TO AGREEMENT. Correspondingly, the requirement of reports of sales to be provided to BIOCATALYTICA is extinguished.
Representations and Release of Duty. AQUATRONICS represents that as of the effective date of this AMENDMENT TO AGREEMENT it has no knowledge of any infringements on the patent and that it has filed no patent infringement suits.
AQUATRONICS further represents that as of the effective date of this AMENDMENT TO AGREEMENT no claims have been asserted regarding the manufacture, distribution and sale of any product utilizing the Patent.
The parties mutually agree that as of the effective date of this AMENDMENT TO AGREEMENT, all AQUATRONICS' duties under the original AGREEMENT FOR ASSIGNMENT OF PATENT dated March 23, 2006, shall be extinguished.
Mutual Releases. Subject to and other than the rights and obligations created by this Agreement, each party hereby releases and discharges the other party and each of its present and former directors, officers, administrators, employees, trustees, agents, attorneys, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, representatives, predecessors, successors and assigns, and each and all of them, of and against all liabilities, claims, causes of action, charges, complaints, obligations, costs, losses, damages, injuries, attorneys' fees, claims for wages, salary or commissions and other legal responsibilities (collectively referred to as "claims"), of any form whatsoever, including but not limited to any claims in law, equity, contract, tort, or arising under any local ordinance or federal or state statute, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which the Parties or their successors in interest now own or hold, or have at any time theretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this AMENDMENT TO AGREEMENT, and without limiting the generality of the foregoing, from all claims, demands and causes of action.
License Agreement not Precluded. Nothing in this AMENDMENT TO AGREEMENT shall be construed as precluding independent licensing agreement(s) related to the Patent between the Parties and/ or their affiliates.
IN WITNESS WHEREOF, the PARTIES hereto have caused this AMENDMENT TO AGREEMENT to be duly executed on the date of December 11, 2006.
AQUATRONICS INDUSTRIES, INC.
State of Rhode Island
County of Providence
In Cranston in said County on the _______ day of December, 2006, before me personally did appear _________________________ to me known and known by me to be the party executing the foregoing instrument on behalf of said corporation and he acknowledges said instrument, by him executed to be his free act and deed and the free act and deed of said corporation.
/s/ ------------------------------- Notary Public My commission expires: |
BIOCATALYTICA, INC.
State of Rhode Island
County of Providence
In Cranston in said County on the _______ day of December, 2006, before me personally did appear _________________________ to me known and known by me to be the party executing the foregoing instrument on behalf of said corporation and he acknowledges said instrument, by him executed to be his free act and deed and the free act and deed of said corporation.
/s/ ------------------------------- Notary Public My commission expires: |
Exhibit 99
January 12, 2007 Press Release
Ecoloclean Industries, Inc. Announces Disposition of Aquatronics Industries, Inc.
CRYSTAL CITY, Texas, Jan 12, 2007 /PRNewswire-FirstCall via COMTEX/ -- Ecoloclean Industries, Inc. (OTC Pink Sheets: ECCI) ("Ecoloclean"), announced today that it has disposed of its wholly owned subsidiary, Aquatronics Industries, Inc. ("Aquatronics"), of Riverside, Rhode Island, on December 29, 2006 by returning 81% of its ownership interest to the family of Howard E. Schachter, who is Aquatronics' President and Founder, and selling the remaining 19% to one of its employees for $100,000 which will be offset against its debt due to the employee.
Royis Ward, President and CEO of Ecoloclean, stated that due to the continuing need for funds to meet the business plan of Aquatronics and the limited resources of Ecoloclean, the disposal of the ownership of Aquatronics was in the best interest of the Company at this time.
Prior to the disposal of Aquatronics, Ecoloclean assisted Aquatronics in renegotiating the terms of its Patent Assignment from BioCatalytica, Inc. ("BioCatalytica"), for use by Aquatronics. The renegotiated terms included the return for cancellation of 2,000,000 shares of Ecoloclean's restricted common stock being held for delivery to BioCatalytica in 2007 and the cancellation of $101,750 of debt remaining from the original $150,000 due to BioCatalytica by Aquatronics in return for the cancellation of the Patent Assignment.
Aquatronics, concurrently with the cancellation of the Patent Assignment, was able to obtain a Non-Exclusive Limited License from BioCatalytica utilizing the patented technology in return for royalties based on future sales.
FORWARD-LOOKING SAFE HARBOR STATEMENT: To the extent that this release discusses any expectations concerning future plans, financial results or performance, such statements are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended and are subject to substantial risks and uncertainties. Actual results could differ materially from those anticipated in the forward-looking statements. Readers are cautioned not to place undue on these forward-looking statements, which speak only as of the date hereof and reflect only management's belief and expectations based upon presently available information. These statements and other forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
The Company assumes no obligation to update any of the forward-looking statements in this release.
ABOUT ECOLOCLEAN INDUSTRIES, INC.: Ecoloclean is the parent company of two wholly-owned operating subsidiaries, Ecoloclean, Inc. and World Environmental Technologies, Inc., which utilize various remediation techniques and technologies. Ecoloclean and its subsidiaries shall continue to employ its patented Electrocoagulation process with the EC units that it owns.
The transactions detailed above are the first steps initiated by Ecoloclean to
reduce debt and dispose of non-productive assets.
For more information about the Company, please visit
http://www.ecoloclean.com
INVESTOR CONTACT
ROYIS WARD - PRESIDENT
830-374-9100
830-374-0202 - FAX