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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. ____)*
b2stores.com.Inc
________________________________________________________________________________
(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 78207
210-281-7000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 25, 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 (S)(S)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
copes of the schedule, including all exhibits. See(S)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 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).
==============================================================================
1
<PAGE>
----------------- ------------------
CUSIP NO. 11776S 10 7 13D Page 2 of 11 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. (Entities only)
Enviro-Clean of America, Inc.
Federal ID Number: 88-0386415
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,000,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,000,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,000,000
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
==============================================================================
2
<PAGE>
----------------- ------------------
CUSIP NO. 11776S 10 7 13D Page 3 of 11 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. (Entities only)
Richard Kandel
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
PF & AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,066,666
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,166,667
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,066,666
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,166,667
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,233,333 (1)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
40.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
==============================================================================
(1) Includes 100,000 shares held by Kandel & Son Profit Sharing Plan, of
which Richard Kandel is the trustee; 66,667 shares held by Mint Corp. of New
York, a company which is 50% owned by Richard Kandel, and 2,000,000 shares held
by Enviro-Clean of America, Inc. , a company in which Richard Kandel is Chairman
of the Board, and the majority shareholder. Richard Kandel disclaims beneficial
ownership of these securities except to the extent of his pecuniary interest
therein.
3
<PAGE>
----------------- ------------------
CUSIP NO. 11776S 10 7 13D Page 4 of 11 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. (Entities only)
Steven Etra
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF & AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 190,667
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,015,167
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 190,667
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,015,167
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,205,834 (2)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
==============================================================================
(2) Includes 10,667 shares held by SRK Associates LLC, a company controlled
by Steven Etra, 1,000 shares owned by Lances Property Development Pension Plan,
50% owned by Steven Etra, 2,000,000 shares of Enviro-Clean of America, Inc. a
company in which Steven Etra is a minority shareholder and a director, and 3,500
shares held by Gemini Capital LLC, a company in which Steven Etra is secretary,
director, and minority shareholder. Steven Etra disclaims beneficial ownership
of these securities except to the extent of his pecuniary interest therein..
4
<PAGE>
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----------------- ------------------
CUSIP NO. 11776S 10 7 13D Page 5 of 11 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. (Entities only)
Randall Davis
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 333,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,000,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 333,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,000,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,333,333 (3)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
==============================================================================
(3) Includes 2,000,000 shares held by Enviro-Clean of America, Inc., of
which Randall Davis is a minority shareholder, President, and a Director.
Randall Davis disclaims beneficial ownership of these securities except to the
extent of his pecuniary interest therein.
5
<PAGE>
---------------- ------------------
CUSIP No. 11776S 10 7 13D Page 6 of 11 Pages
---------------- ------------------
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 Deleware 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.
Richard Kandel, 211 Park Avenue, Hicksville, New York 11801.
Randall Davis, 1023 Morales, San Antonio, Texas 78207.
Steven Etra, 5830 57th Street, Maspeth, New York 11378
Enviro-Clean of America, Inc., Richard Kandel, Randall Davis, and
Steven Etra 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.
Richard Kandel
Employer: Enviro-Clean of America, Inc.
Principal business: sanitary product manufacturing and supply
Address: 211 Park Avenue, Hicksville, New York 11801
Randall 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
(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,
6
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CUSIP No. 11776S 10 7 13D Page 7 of 11 Pages
-------------- ------------------
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Citizenship.
Richard Kandel, Randall Davis, and Steven Etra 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.
In June 1999, the reporting persons, along with other parties acquired
3,666,667 shares of Common Stock for $27,500 in the form of $11,000 in cash and
the transfer to the Issuer of all the rights and interest in www.b2bstores.com
and all related assets, including intellectual property. All other shares were
purchased with personal funds. Of the shares, Enviro-Clean of America, Inc.
received 2,000,000 shares, Richard Kandel received 1,000,000 shares, Mint Corp.
of New York, a company controlled by Richard Kandel, received 66,667 shares,
Randall Davis received 333,333 shares, and Steven Etra, received 66,667 shares.
The remaining 200,000 shares went to nonaffiliates of the Reporting Persons.
In August 1999 in a private offering by the Issuer, Richard Kandel
purchased an additional 66,666 shares at $1.88 per share, Kandel and Sons Profit
Sharing Plan, of which Richard Kandel is the trustee, bought 100,000 shares at
$1.88 per share, Steven Etra purchased 92,000 shares at $1.88 per share, and SRK
Associates, Inc., a company controlled by Steven Etra, purchased 10,667 shares
at $1.88 per share. All purchases were made with personal funds of the Reporting
Person or affiliate funds.
On February 15, 2000, Steven Etra purchased 30,000 shares and Gemini
Capital LLC, a company in which Steven Etra is an officer, director, and
minority shareholder, purchased 3,500 shares at $8.00 per share as part of the
Issuers initial public offering. Also on February 15, 2000, after trading of the
registered shares commenced, Steven Etra purchased 2,000 shares at $7.625 per
share. On February 25, 2000, Lances Property Development Pension Plan, a company
50% owned by Steven Etra, purchased 1,000 shares at $12.625. All of the
purchases were made with personal funds of the Reporting Person or affiliate
funds.
7
<PAGE>
-------------- ------------------
CUSIP No. 11776S 10 7 13D Page 8 of 11 Pages
-------------- ------------------
Item 4. Purpose of the Transaction.
All of the shares purchased and/or acquired by the Reporting Persons are
for investment purposes. The Reporting Persons may, from time to time depending
upon market conditions and other investment consideration, purchase additional
shares of the Common Stock or dispose of shares of the Common Stock.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) None.
(i) None.
(j) None.
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 2,000,000 shares of the Issuer's Common Stock, and such shares constitute
approximately 24.9% 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 2,000,000 shares held in its name.
2) Richard Kandel:
(i) As of the date hereof, Richard Kandel beneficially owns 3,233,333
shares of the Issuer's Common Stock, and such shares constitute approximately
40.37% of the total shares of the Issuer's Common Stock issued and outstanding
as of the date hereof. Such shares beneficially owned by Richard Kandel include:
(1) 100,000 shares of Common Stock held by Kandel & Son Profit Sharing Plan, of
which Richard Kandel is a trustee; (2) 66,6667 shares of Common Stock
8
<PAGE>
-------------- ------------------
CUSIP No. 11776S 10 7 13D Page 9 of 11 Pages
-------------- ------------------
held by Mint Corp., a company 50% owned by Richard Kandel; and (3) 2,000,000
shares of common stock held by Enviro-Clean of America, Inc., a company in which
Richard Kandel is majority shareholder and Chairman of the Board.
(ii) Richard Kandel has sole voting and disposition power over the
1,066,667 shares he personally holds. Richard Kandel shares voting and
disposition power over the 2,166,667 shares held by Enviro-Clean of America,
Inc., Kandel & Son Profit Sharing Plan, and Mint Corp. of New York and disclaims
beneficial ownership except to the extent of his pecuniary interest therein.
3) Steven Etra:
(i) As of the date hereof, Steven Etra beneficially owns 2,205,834 shares
of the Issuer's Common Stock, and such shares constitute approximately 27.5% of
the total shares of the Issuer's Common Stock issued and outstanding as of the
date hereof. Such shares beneficially owned by Steven Etra include: (1) 10,667
shares of Common Stock held by SRK Associates, a company controlled by Steven
Etra; (2) 3,500 shares of Common Stock held by Gemini Capital LLC, a company in
which Steven Etra is a minority shareholder and a director; (3) 2,000,000
shares of common stock held by Enviro-Clean of America, Inc., a company in which
Steven Etra is a minority shareholder and a Director; and (4) 1,000 shares of
common stock held by Lances Property Development Pension Plan, 50% owned by
Steven Etra.
(ii) Steven Etra has sole voting and disposition power over the 190,667
shares he personally holds. Steven Etra shares voting and disposition power of
the 2,015,167 shares held by Lances Property Development Plan, Gemini Capital
LLC, SRK Associates, LLC, and Enviro-Clean of America, Inc. Steven Etra
disclaims ownership of these securities except to the extent of his pecuniary
interest therein.
4) Randall Davis:
(i) As of the date hereof, Randall Davis beneficially owns 2,333,333
shares of the Issuer's Common Stock, and such shares constitute approximately
29.0% of the total shares of the Issuer's Common Stock issued and outstanding as
of the date hereof. Such shares beneficially owned by Randall Davis include
2,000,000 shares of common stock held by Enviro-Clean of America, Inc., a
company in which Randall Davis is a minority shareholder, President and
Director.
(ii) Randall Davis has sole voting and disposition power over the 333,333
shares he personally holds. Randall Davis shares voting and disposition power of
the 2,000,000 shares held by Enviro-Clean of America, Inc. and disclaims
ownership of these securities except to the extent of his pecuniary interest
therein.
(c) On February 15, 2000 the Issuer held its initial public offering in which
Steven Etra and Gemini Capital took part. Steven Etra and Lances
Development Property Pension Plan later
9
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CUSIP No. 11776S 10 7 13D Page 10 of 11 Pages
-------------- -------------------
took part in purchases of the registered stock after trading began. All of
these purchases are described in Item 3.
(d) and (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
All shares of Common Stock held by the Reporting Persons are subject to
lock-up agreements effective for 12 months from the effective date of the
Issuer's Initial Public Offering of February 15, 2000. 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 March 9, 2000, by and between
Enviro-Clean of America, Inc., Richard Kandel, Steven Etra, and
Randall Davis.
10
<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: March 9, 2000 Enviro-Clean of America, Inc.
By: /s/ Randall Davis
----------------------------
Randall Davis, President
/s/ Richard Kandel
--------------------------------
Richard Kandel
/s/ Steven Etra
--------------------------------
Steven Etra
/s/ Randall Davis
--------------------------------
Randall Davis
11
<PAGE>
EXHIBIT 1
Joint Filing Agreement
----------------------
The undersigned hereby agree that in accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D,
dated March 9, 2000, with respect to the common stock, par value $0.01, of
b2bstores.com, Inc., a Deleware corporation, is, and any amendments thereto
executed by each of us shall be, filed on behalf of each of us. Each of the
undersigned agrees to be responsible for the timely filing of the Statement on
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning itself contained therein, provided that no person
shall be responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person knows or has
reason to believe that such information is incomplete or inaccurate. Each of the
undersigned persons further agrees that this Joint Filing Agreement shall be
included as an exhibit to such Statement on Schedule 13D and to any amendments
thereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
March 9, 2000.
ENVIRO-CLEAN OF AMERICA, INC.,
a Nevada corporation
By: /s/ Randall Davis
----------------------
Randall Davis, President
/s/ Richard Kandel
----------------------------
Richard Kandel
/s/ Steven Etra
----------------------------
Steven Etra
/s/ Randall Davis
----------------------------
Randall Davis
