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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. 1)*
Enviro-Clean of America, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
______________________
(CUSIP Number)
Alan Schoenbaum, Esq.
Akin, Gump, Strauss, Hauer & Feld LLP
300 Convent, Suite 1500
San Antonio, Texas, Texas 78207
210-281-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
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Communications)
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March 13, 2000
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(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 13d-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).
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Steven Etra
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
5 IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States citizen
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SOLE VOTING POWER:
7
NUMBER OF
334,254
SHARES -------------------------------------------------------------
SHARED VOTING POWER:
BENEFICIALLY 8
OWNED BY 354,675
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EACH SOLE DISPOSITIVE POWER:
9
REPORTING
334,254
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER:
WITH 10
354,675
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
688,929
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
12 EXCLUDES CERTAIN SHARES
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.83%
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TYPE OF REPORTING PERSON
14
IN
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In order to incorporate the holdings of Gemini Capital Corporation, a company in
which Steven Etra is a minority shareholder and Director, Steven Etra hereby
amends his statement on Schedule 13D relating to the common stock, par value
$0.001 (the "Common Stock"), of Enviro-Clean of America, Inc. (the "Issuer") as
follows:
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SCHEDULE 13D
Item 3. is hereby amended as follows:
All of the holdings of Mr. Etra have been purchased through personal funds,
or through affiliate entity funds, with the exception of 150,000 options which
were granted by the Issuer to Mr. Etra and a company controlled by Mr. Etra, in
April 1999. In January 1998, 60,000 shares of common stock were purchased by Mr.
Etra and a company controlled by Mr. Etra, for $30,000. In December of 1998, Mr.
Etra purchased 70,000 shares of Series E Convertible Redeemable Preferred Stock
from the Issuer for $175,000. In June 1999, Mr. Etra's wife purchased one unit,
consisting of a 12.75% subordinated promissory note and 2400 common stock
options, in private placement by the Issuer. In July 1999, the Issuer sold
10,000 shares of common stock to a company controlled by Mr. Etra for $25,000,
and 6000 shares of common stock to Mr. Etra's wife for $15,000. In December
1999, a total of 28 units were purchased by two companies controlled by Mr.
Etra, a trust of which Mr. Etra is a beneficiary, and Mr. Etra's wife, for a
total of $280,000. In February 2000, Mr. Etra purchased 25,000 units, each unit
consisting of 2 shares of common stock and 1 common stock purchase warrant, for
$200,000 in a private placement by the Issuer. In the same private placement, a
company controlled by Mr. Etra, a company in which Mr. Etra is a minority
shareholder and Director, and a trust of which Mr. Etra is a beneficiary,
purchased an aggregate of 28,125 units for $225,000.
Item 5. is hereby amended as follows:
(a) - (b) As of the date hereof, Steven Etra beneficially owns 688,929
shares of the Issuer's Common Stock, and such shares constitute approximately
12.83% of the total shares of the Issuer's Common Stock issued and outstanding
as of the date hereof, assuming the exercise of all warrants and options
beneficially held by Steven Etra, and the conversion of the Series B
Convertible Redeemable Preferred Stock. Such shares beneficially owned by
Steven Etra include:
Steven Etra Direct Holdings: (1) 114,254 shares of common stock; (2) 70,000
shares underlying the conversion of the Series E Convertible Redeemable
Preferred Stock (3) (6) 125,000 shares underlying the exercise of options; (4)
25,000 shares underlying the exercise of warrants.
Steven Etra Indirect Holdings:
1) SRK Associates LLC holdings (a company controlled by Steven Etra): (1)
131,000 shares of common stock; (2) 12,000 shares underlying the exercise of
Series B Cumulative Convertible Preferred Stock; (3) 25,000 shares underlying
the exercise of options; (4) 12,250 shares underlying the exercise of
warrants.
2) Lances Property Development Pension Plan (a company 50% owned by Steven
Etra): (1) 20,000 shares of common stock; (2) 8,000 shares underlying the
exercise of Series B
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Cumulative Convertible Preferred Stock; (3) 11,200 shares underlying the
exercise of warrants.
3) Irving Etra Family Trust (a trust of which Steven Etra is a
beneficiary): (1) 25,000 share of common stock; (2) 10,000 shares underlying
the exercise of Series B Cumulative Convertible Preferred Stock; (3) 24,700
shares underlying the exercise of warrants.
4) Blair Etra (Steven Etra's wife): (1) 6,000 shares of common stock; (2)
26,000 shares underlying the exercise of Series B Cumulative Convertible
Preferred Stock; (3) 15,400 shares underlying the exercise of warrants.
5) Gemini Capital Corporation (a company in which Steven Etra is a minority
shareholder and Director): (1) 18,750 share of common stock; (2) 9,375 shares
underlying the exercise of warrants.
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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 16, 2000 /s/ Steven Etra
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Signature
Steven Etra
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Name/Title
5
