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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
b2bstores.com, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
11776S 10 7
---------------------------------------------------------------
(CUSIP Number)
Alan Schoenbaum, Esq.
Akin, Gump, Strauss, Hauer & Feld LLP
300 Convent, Suite 1500
San Antonio, Texas, Texas 78207
210-281-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
--------------------------------------------------------------------------------
Communications)
---------------
July 28, 2000
---------------------------------------------------------------
(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 Rule 13-1(b)(3) or (4), 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(b) 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).
<PAGE>
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Enviro-Clean of America, Inc.
Federal ID Number: 88-0386415
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 930,000
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 930,000
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
WITH -0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,000
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.79%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Steven Etra
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 190,667
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER:
BENEFICIALLY
945,167
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 190,667
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
WITH
945,167
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,135,834(2)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.17%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
(2) Includes 10,667 shares held by SRK Associates L.L.C., a company
controlled by Steven Etra, 1,000 shares owned by Lances Property Development
Pension Plan, 50% owned by Mr. Etra, 930,000 shares owned by Enviro-Clean of
America, Inc. a company in which Mr. Etra is a minority shareholder and a
director, and 3,500 shares held by Gemini Capital L.L.C., a company in which Mr.
Etra is secretary, director, and minority shareholder. Mr Etra disclaims
beneficial ownership of the securities held by Gemini Capital L.L.C. and Enviro-
Clean of America, Inc. and this report shall not be deemed an admission that Mr.
Etra is the beneficial owner of such securities for purposes of Section 13 or
any other purpose. Mr. Etra disclaims beneficial ownership of the securities
held by SRK Associates L.L.C. and Lances Property Development Company except to
the extent of his pecuniary interest therein.
<PAGE>
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Randall K. Davis
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 333,333
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 930,000
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 333,333
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
WITH
930,000
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,333 (3)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.65%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
(3) Includes 930,000 shares held by Enviro-Clean of America, Inc., of which
Randall K. Davis is a minority shareholder, President, and a Director. Mr. Davis
disclaims beneficial ownership of the securities held by Enviro-Clean of
America, Inc. and this report shall not be deemed an admission that Mr. Davis is
the beneficial owner of such securities for purposes of Section 13 or any other
purpose.
<PAGE>
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Gary C. Granoff
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF
5,000
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 942,375
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 5,000
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
WITH
942,375
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,375(4)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.99%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
(4) Includes 3,000 shares held by Gary C. Granoff's wife; 500 shares held
by Dapary Management Corporation, a company which is controlled by Mr. Granoff;
5,875 shares held by Mr. Granoff and his adult son in a joint account; 1,500
shares held in a family trust for the benefit of Mr. Granoff's adult son,
Robert; 1,000 shares held in a family trust for the benefit of Mr. Granoff's
adult son, Joshua; 3,500 shares held by Gemini Capital L.L.C., a company in
which Mr. Granoff is President, director, and shareholder and 930,000 shares
held by Enviro-Clean of America, Inc., a company in which Mr. Granoff is a
director. Mr. Granoff disclaims beneficial ownership of the securities held by
Gemini Capital L.L.C. and Enviro-Clean of America, Inc. and this report shall
not be deemed an admission that Mr. Granoff is the beneficial owner of such
securities for purposes of Section 13 or any other purpose. Mr. Granoff
disclaims beneficial ownership of the securities held by his wife, Dapary
Management Corporation, the joint account with his son and the family trusts
except to the extent of his pecuniary interest therein.
<PAGE>
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Mark A. Rice
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 130,000
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 930,000
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 130,000
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
WITH
930,000
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,000(5)
------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.29%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
(5) Includes 130,000 shares held by The dotCOM Fund L.L.C., a company in
which Mr. Rice is the managing member of the managing member and 930,000 shares
held by Enviro-Clean of America, Inc., a company in which Mr. Rice is a
director. Mr. Rice disclaims beneficial ownership of the securities held by
Enviro-Clean of America, Inc. and this report shall not be deemed an admission
that Mr. Rice is the beneficial owner of such securities for purposes of Section
13 or any other purpose. Mr. Rice disclaims beneficial ownership of the
securities held by the dotCOM Fund L.L.C. except to the extent of his pecunairy
interest therein.
<PAGE>
SCHEDULE 13D AMENDMENT No. 2
This Amendment No. 3 (the "Amendment") amends and supplements portions of
the Amendment No.2 on Schedule 13D (the "Amendment 2") relating to the shares of
Common Stock, par value $0.01 per share, of b2bstores.com, Inc., a Delaware
corporation, previously filed by the reporting persons. This Amendment is being
filed to update the Schedule 13D Amendment 2 in light of recent changes in the
holdings of the reporting group and also to provide background information of
Gary C. Granoff and Mark A. Rice, who were previously added to this group for
the filing of Amendment 2. This background information and the Joint Filing
Agreement in Exhibit 1 of this Amendment were not previously filed with the
Amendment 2.
Except as specifically provided herein, this Amendment does not modify any
of the information previously reported on the Amendment 2.
SCHEDULE 13D
Item 1. Security and Issuer.
This schedule relates to the common stock, $ 0.01 par value per share
("Common Stock") of b2bstores.com, Inc. (the "Issuer"), a Delaware corporation.
The Issuer has its principal executive office at 249 East Ocean Boulevard, Suite
620, Long Beach, California 90802.
Item 2. Identity and Background.
(a)- (b) Name and addresses of the reporting persons:
Enviro-Clean of America, Inc., 211 Park Avenue, Hicksville, New
York 11801.
Randall K. Davis, 1023 Morales, San Antonio, Texas 78207.
Steven Etra, 5830 57th Street, Maspeth, New York 11378.
Gary C. Granoff, 747 Third Avenue, Suite 4C, New York, New York
10017.
Mark A. Rice, 666 Dundee Road, Suite 1901, Northbrook, Illinois
60022.
Enviro-Clean of America, Inc., Randall K. Davis, Steven Etra, Gary
C. Granoff and Mark A. Rice are collectively referred to as the
"Reporting Persons."
(c) Enviro-Clean is a company, organized under the laws of the State
of Nevada, which is principally engaged in the sanitary product
manufacturing and supply business.
<PAGE>
Randall K. Davis
Employer: Enviro-Clean of America, Inc.
Principal business: sanitary product manufacturing and supply
Address: 1023 Morales, San Antonio, Texas 78207
Steven Etra
Employer: Manufacturer's Corrugated Box Co., Inc.
Principal business: manufacturing
Address: 5830 57th Street, Maspeth, New York 11378
Gary C. Granoff
Employer: Ameritrans Capital Corporation
Principal business: business development company
Address: 747 Third Avenue, Suite 4C, New York, New York 10017
Mark A. Rice
Employer: Namax Corporation
Principal business: investment ventures
Address: 666 Dundee Road, Suite 1901, Northbrook, Illinois 60022
(d)-(e) During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor have any been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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
violations with respect to such laws.
(f) Citizenship.
Randall K. Davis, Steven Etra, Gary C. Granoff and Mark A. Rice
are United States citizens. Enviro-Clean of America is a corporation formed
under the laws of the State of Nevada.
Item 3. Source and Amount of Funds or Other Consideration.
The $231,497.26 in cash used to purchase the 110,000 additional shares of
the Issuer's Common Stock purchased in July and August by Mark A. Rice as the
managing member of the managing member of the dotCOM Funds, L.L.C. was provided
by capital from the dotCOM Fund, L.L.C.
<PAGE>
Item 4. Purpose of the Transactions.
On May 31, 2000, Enviro-Clean of America, Inc. ("Enviro-Clean") executed a
subscription agreement (the "Subscription Agreement") in which Enviro-Clean
purchased shares of Class B Stock of equip2move.com Corporation ("equip2move").
As part of the purchase price, Enviro-Clean agreed to transfer 70,000 shares of
the Issuer's Common Stock held by Enviro-Clean to equip2move.
The additional 110,000 shares purchased by Mark A. Rice through the dotCOM
Funds, L.L.C. were purchased for investment purposes, however, will be used by
the group to encourage the Issuer's board of directors to give full
consideration to any and all strategic alternatives that Enviro-Clean believes
may be presented for the purpose of enhancing shareholder value, as described in
Amendment 2 to this 13-D.
In June 2000, Dapary Management Corporation, a company controlled by Gary
C. Granoff, sold 1,000 shares of the Issuer's common stock.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
1) Enviro-Clean of America, Inc.:
(i) As of the date hereof, Enviro-Clean of America, Inc.,
beneficially owns 930,000 shares of the Issuer's Common Stock, and such shares
constitute approximately 10.79% of the total shares of the Issuer's Common Stock
issued and outstanding as of the date hereof.
(ii) Enviro-Clean of America has sole voting and disposition
power over the 930,000 shares held in its name.
2) Steven Etra:
(i) As of the date hereof, Steven Etra beneficially owns
1,135,834 shares of the Issuer's Common Stock, and such shares constitute
approximately 13.17% of the total shares of the Issuer's Common Stock issued and
outstanding. Such shares beneficially owned by Mr. Etra include: (1) 10,667
shares of Common Stock held by SRK Associates, a company controlled by Mr. Etra;
(2) 1,000 shares of Common Stock held by Lances Property Development Pension
Plan, 50% owned by Mr. Etra; (3) 3,500 shares of Common Stock held by Gemini
Capital LLC, a company in which Mr.Etra is a minority shareholder and a
director; and (4) 930,000 shares of common stock held by Enviro-Clean of
America, Inc., a company in which Mr. Etra is a minority shareholder and a
Director.
(ii) Steven Etra has sole voting and disposition power over the
190,667 shares he personally holds. Mr. Etra shares voting and disposition power
of the 945,167 shares held by Lances Property Development Pension Plan, Gemini
Capital L.L.C., SRK Associates, L.L.C., and Enviro-Clean of America, Inc. Mr.
Etra disclaims beneficial ownership of the securities held by Gemini Capital
L.L.C. and Enviro-Clean of America, Inc. and this report shall not be deemed an
admission that Mr. Etra is the beneficial owner of such securities for purposes
of Section 13 or
<PAGE>
any other purpose. Mr. Etra disclaims beneficial ownership of the securities
held by SRK Associates L.L.C. and Lances Property Development Company except to
the extent of his pecuniary interest therein.
3) Randall K. Davis:
(i) As of the date hereof, Randall K. Davis beneficially owns
1,263,333 shares of the Issuer's Common Stock, and such shares constitute
approximately 14.65% of the total shares of the Issuer's Common Stock issued and
outstanding. Such shares beneficially owned by Mr. Davis include 930,000 shares
of common stock held by Enviro-Clean of America, Inc., a company in which Mr.
Davis is a minority shareholder, President and Director.
(ii) Randall K. Davis has sole voting and disposition power over the
333,333 shares he personally holds. Mr. Davis shares voting and disposition
power of the 930,000 shares held by Enviro-Clean of America, Inc. Mr. Davis
disclaims beneficial ownership of the securities held by Enviro-Clean of
America, Inc. and this report shall not be deemed an admission that Mr. Davis is
the beneficial owner of such securities for purposes of Section 13 or any other
purpose.
4) Gary C. Granoff:
(i) As of the date hereof, Gary C. Granoff beneficially owns 947,375
shares of the Issuer's Common Stock, and such shares constitute approximately
10.99% of the total shares of the Issuer's Common Stock issued and outstanding.
Such shares beneficially owned by Mr. Granoff include: (1) 3,000 shares of
Common Stock held by Mr. Granoff's wife; (2) 500 shares of Common Stock held by
Dapary Management Corporation, a company controlled by Mr. Granoff; (3) 5,875
shares of Common Stock held by Mr. Granoff and his adult son in a joint account;
(4) 1,500 shares held in a family trust for the benefit of Mr. Granoff's adult
son, Robert; (5) 1,000 shares held in a family trust for the benefit of Mr.
Granoff's adult son, Joshua; (6) 3,500 shares of Common Stock held by Gemini
Capital L.L.C., a company in which Mr. Granoff is president, director and
shareholder; and (7) 930,000 shares of common stock held by Enviro-Clean of
America, Inc., a company in which Mr. Granoff is a minority shareholder and a
Director.
(ii) Gary C. Granoff has sole voting and disposition power over 2,000
shares he personally holds, the 500 shares held by Dapary Management
Corporation and the 2,500 shares held in family trusts for his adult sons. Mr.
Granoff shares voting and disposition power of the 942,375 shares held by his
wife, the joint account with his son, Gemini Capital L.L.C. and Enviro-Clean of
America, Inc. Mr. Granoff disclaims beneficial ownership of the securities held
by Gemini Capital L.L.C. and Enviro-Clean of America, Inc. and this report shall
not be deemed an admission that Mr. Granoff is the beneficial owner of such
securities for purposes of Section 13 or any other purpose. Mr. Granoff
disclaims beneficial ownership of the securities held by his wife, Dapary
Management Corporation, the joint account with his son and the family trusts
except to the extent of his pecuniary interest therein.
<PAGE>
5) Mark A. Rice:
(i) As of the date hereof, Mark A. Rice beneficially owns 1,060,000
shares of the Issuer's Common Stock, and such shares constitute approximately
12.29% of the total shares of the Issuer's Common Stock issued and outstanding.
Such shares beneficially owned by Mr. Rice include 110,000 shares of common
stock held by the dotCOM Fund, L.L.C. a company in which Mr. Rice is the
managing member of the managing member and 930,000 shares of common stock held
by Enviro-Clean of America, Inc., a company in which Mr. Rice is a minority
shareholder and Director.
(ii) Mark A. Rice has sole voting and disposition power over the
130,000 shares held by the dotCOM Fund, L.L.C. Mr. Rice shares voting and
disposition power of the 930,000 shares held by Enviro-Clean of America, Inc.
Mr. Rice disclaims beneficial ownership of the securities held by Enviro-Clean
of America, Inc. and this report shall not be deemed an admission that Mr. Rice
is the beneficial owner of such securities for purposes of Section 13 or any
other purpose. Mr. Rice disclaims beneficial ownership of the securities held by
the dotCOM Fund L.L.C. except to the extent of his pecuniary interest therein.
(c)
1) Enviro-Clean: On May 31, 2000, Enviro-Clean executed a Subscription
Agreement in which Enviro-Clean purchased shares of Class B Stock of equip2move.
As part of the purchase price, Enviro-Clean agreed to transfer 70,000 shares of
the Issuer's Common Stock held by Enviro-Clean to equip2move.
2) Mark A. Rice: The dotCOM Fund L.L.C., through Mark A. Rice, the
managing member of the managing member of the dotCOM Fund, made the following
purchases of the Issuer's Common Stock on the open market:
July 7, 2000: 5,000 shares at $2.6813
July 10, 2000: 5,000 shares at $2.5625
July 14, 2000: 10,000 shares at $2.1991
July 17, 2000: 10,000 shares at $2.00
July 24, 2000: 3200 shares at $1.875
July 25, 2000: 7500 shares at $2.20
July 27, 2000: 9300 shares at $2.125
July 28, 2000: 34,900 shares at $20526
July 31, 2000: 15,100 shares at $1.9102
August 1, 2000: 3,200 shares at $1.75
August 24, 2000: 4,700 shares at $1.7407
August 1, 2000: 2,100 shares at $1.7351
3) Gary C. Granoff: Dapary Management Corporation , a Company controlled
by Gary C. Granoff, sold 1000 shares of the Issuer's Common Stock on the open
market on June 30, 2000 for $2.40625 per share.
<PAGE>
(d) and (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Common Stock beneficially held by Enviro-Clean, Randall K. Davis, and all
but 36,500 shares beneficially held by Steven Etra, are subject to a lock-up
agreement effective for 12 months from the effective date of the Issuer's
Initial Public Offering of February 15, 2000. In addition, the members of this
group filing have informally agreed to use their collective influence to
encourage the Issuers board of directors to give full consideration to any and
all strategic alternatives that Enviro-Clean believes may be presented for the
purpose of enhancing shareholder value, as described in Amendment 2. Other than
the aforementioned, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and any person
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies. None of the shares of
Common Stock beneficially owned by the Reporting Persons are pledged or
otherwise subject to a contingency the occurrence of which would give another
person voting power or investment power over such shares.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated May 24, 2000, by and between
Enviro-Clean of America, Inc., Steven Etra, Randall K. Davis,
Gary C. Granoff and Mark A. Rice.
<PAGE>
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.
Date: September 12, 2000 Enviro-Clean of America, Inc.
By: /s/ Randall K. Davis
---------------------------------------
Randall K. Davis, President
/s/ Steven Etra (by attorney-in-fact)
-------------------------------------------
Steven Etra
/s/ Randall K. Davis
-------------------------------------------
Randall K. Davis
/s/ Gary C. Granoff (by attorney-in-fact)
-------------------------------------------
Gary C. Granoff
/s/ Mark A. Rice (by attorney-in-fact)
-------------------------------------------
Mark A. Rice
