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)
Registrant's telephone number, ( 830 ) 374 - 9100
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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))
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.
Limitation on Incorporation by Reference
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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