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SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(a) AND AMENDEMENTS THERETO
FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT No. ____)(1)
EarthFirst Technologies, Incorporated
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
89155A 10 3
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(CUSIP Number)
Tim Klace
EarthFirst Technologies, Incorporated
1226 Tech Blvd.
Tampa, Florida 33619
(813)635-2050
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 15, 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(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. Rule 13d-7(b) for other parties to whom copies
are to be sent.
(1) 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 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 OF 4 PAGES)
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SCHEDULE 13D
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CUSIP NO. Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ralph Hughes
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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*
PF
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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
USA
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7 SOLE VOTING POWER
NUMBER OF
8,662,500
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,662,500
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,662,500
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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)
14%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. PAGE 3 OF 4 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.0001 par value per share, (the
"Common Stock") of EarthFirst Technologies, Incorporated, a Florida Corporation
formerly known as Toups Technology Licensing, Incorporated (the "Company"), and
is being filed pursuant to Rule 13d-1 under the Securities Act of 1934, as
amended (the "Exchange Act"). The address of the Company's principal executive
office is 1226 Tech Blvd., Tampa, Florida 33619.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Ralph Hughes
(b) Residence or business address: 1226 Tech Blvd., Tampa, Florida 33619
(c) Present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted: Chairman of the Board, Florida Engineered
Construction Products, Corporation, a manufacturer of residential building
products, P.O. Box 24567, Tampa, Florida 33619.
(d) During the last five years, the Reporting Person has not (i) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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 violation with respect to
such laws.
(e) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See item 6. In addition, the Reporting Person has acquired additional shares of
common stock of the Company in exchange for cash. The funds were obtained from
personal finances.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of Common Stock of the Company by the Reporting
Person was to gain effective control of the issuer along with other filers. As
disclosed previously, in connection with the exchange that occurred on May 15,
2000, the officers and board members of the Company, except for Philip Rappa,
resigned their positions. Also as previously disclosed, after the acquisition,
the new management determined that the Company should focus its efforts and
resources on the development of the technologies related to environmental
solutions and alternative fuels. The other business operations of the Company
were discontinued.
Except as set forth above in the preceding paragraph, the Reporting Person does
not have any present plans or intentions which relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
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SCHEDULE 13D
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CUSIP NO. PAGE 4 OF 4 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 22, 2000, the Reporting Person beneficially owns an
aggregate of 11,683,386 shares of Common Stock. The shares of Common
Stock beneficially owned by the Reporting Person represent 14% of
the Common Stock outstanding, based upon a total of 83,986,278
shares of Common Stock outstanding on the date hereof.
(b) The Reporting Person has sole voting and dispositive power over all
shares of Common Stock he owns.
(c) In addition to the transaction described in Item 6 below, the
Reporting Person has acquired shares of the Common Stock of the
Company as follows:
Number Type of Price Per
Date of Shares Acquisition Share
8/07/00 560,102 Direct from Company $0.297
9/08/00 1,960,784 Direct from Company $0.255
9/25/00 500,000 Open market purchase $0.28 to
$0.35
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses set forth in Items 4 and 5 of this Schedule 13D are incorporated
herein. On May 15, 2000, the Company acquired all of the outstanding stock of
Strategic Acquisition Corporation (a.k.a. SAC-1, Inc.)("SAC") in exchange for
issuing to SAC's shareholders an aggregate of 26,500,000 shares of Common Stock
pursuant to an Acquisition and Stock Exchange Agreement between the Company, the
Reporting Person, John Stanton, Frank Redmond, Joel Perlman as Trustee for the
Michigan Trust, William Kardash, and Walter Holmich, (collectively referred to
as "the Shareholders") who collectively owned all of the stock of SAC. Of the
total number of shares of Common Stock issued to the Shareholders in connection
with this transaction, the Reporting Person received 8,662,500 shares in
exchange for his shares of SAC. The transaction closed on May 15, 2000, at which
time SAC became a wholly-owned subsidiary of the Company.
Except as described above, there are no contracts, arrangements, understandings,
or relationships (legal or otherwise) between the Reporting Person and any other
person with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit: Acquisition and Stock Exchange Agreement between the Company and the
Shareholders of SAC dated May 15, 2000. Please refer to the agreement
previously filed.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 27, 2000
By: /s/ Ralph Hughes
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Ralph Hughes
