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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. __________)*
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)
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(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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August 1, 1999
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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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CUSIP NO. 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Randall Davis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF & OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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NUMBER OF 7 SOLE VOTING POWER: 350,000
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER: -0-
PERSON
WITH
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9 SOLE DISPOSITIVE POWER: 350,000
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10 SHARED DISPOSITIVE POWER: -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.67%
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14 TYPE OF REPORTING PERSON
IN
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- ------------------------ 13D ------------------
CUSIP NO. Page 3 of 6 Pages
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SCHEDULE 13D
Item 1. Security and Issuer.
This schedule relates to the common stock, $ 0.001 par value per share
("Common Stock") of Enviro-Clean of America, Inc. (the "Issuer"). The Issuer
has its principal executive office at 211 Park Avenue, Hicksville, New York
11801.
Item 2. Identity and Background.
(a) Name of the reporting persons:
Randall Davis
(b) The business address of the reporting person is 1023 Morales, San
Antonio, Texas 78207.
(c) Mr. Randall Davis is principally engaged in the sanitary product
manufacturing and supply business.
Employer: Enviro-Clean of America, Inc.
Principal business: sanitary product manufacturing and supply
Address: 1023 Morales, San Antonio, Texas 78207
(d) - (e) During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he 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 Davis is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
In April and June of 1999, Colnic Investment Corp., a company controlled by
Mr. Davis, purchased 100,000 shares of common stock for an aggregate amount of
$250,000, which was paid from funds of Colnic Investment Corp. On August 1,
1999, the Issuer purchased Cleaning Ideas, Inc., a company partially owned by
Mr. Davis. As part of the Agreement and Plan of Merger, the shareholders of
Cleaning Ideas, Inc. were given consideration of 320,000 shares of Series D
Cumulative Convertible Preferred Stock. Of the 320,000 shares of Series D
Cumulative Convertible Preferred Stock, Mr. Davis attained 250,000 shares, while
70,000 shares are held by another party.
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- ------------------------ 13D ------------------
CUSIP NO. Page 4 of 6 Pages
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Item 4. Purpose of the Transaction.
All of the shares purchased and/or acquired by Mr. Davis are for investment
purposes. Mr. Davis 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. As a Director and President of the
Issuer, Mr. Davis regularly explores potential actions and transactions which
may be advantageous to the Issuer, including, but not limited to, possible
mergers, acquisitions, reorganizations or other material changes in the
business, corporate structure, management, policies, governing instruments,
capitalization, securities or regulatory obligations of the Issuer.
(a) - (b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) None.
(i) None.
(j) The reporting person's objective is to build a strong presence in the
janitorial/sanitary supplies distribution industry by acquiring companies with a
profitable base of annualized revenue in the $2 million to $10 million range.
Although there are no definitive plans for future acquisitions at this time, the
reporting person reserves the right to develop such plans.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the date hereof, Randall Davis beneficially owns 350,000
shares of the Issuer's Common Stock, and such shares constitute
approximately 6.67% of the total shares of the Issuer's Common Stock issued
and outstanding as of the date hereof, assuming the conversion of preferred
stock beneficially held by Randall Davis. Such shares beneficially owned
by Randall Davis include: (1) 250,000 shares subject to conversion of
Series D Convertible Preferred Stock held by Randall Davis; and (2) 100,000
shares held by Colnic Investment Corp., of which Mr. Davis is the
controlling shareholder.
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- ------------------------ 13D ------------------
CUSIP NO. Page 5 of 6 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Davis 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 Mr. Davis 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.
Not Applicable.
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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 9, 2000 /s/ Randall Davis
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Signature
Randall Davis
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Name/Title
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