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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. ____)*
ECO-Rx, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
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(Title of Class of Securities)
27885 M104
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(CUSIP Number)
Richard E. Knecht, 1301 Dove St., Ste 900, Newport Beach, CA 92660 (949)851-8070
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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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SCHEDULE 13D
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CUSIP NO. 27885 M104 Page 2 of 5 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin S. Waltzer ###-##-####
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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
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF
654,956
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
654,956
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
654,956
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
N/A
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.21%
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TYPE OF REPORTING PERSON*
14
IN
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2 of 5
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Item 1. Security and Issuer
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The class of equity securities to which this Statement relates is the
Common Stock, $0.001 par value per share (the "Shares"), of Eco-Rx, Inc. (the
"Issuer"). The principal executive office of the Issuer is located at 2051 N.E.
191 Drive, North Miami Beach, Florida 33179.
Item 2. Identity and Background
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(a) This statement is filed by Kevin S. Waltzer, a natural person
("Registrant").
(b) Registrant's business address is 2865 S. Eagle Road, PMB 393,
Newtown, PA 18940.
(c) Registrant's present principal occupation is President of Watch
Out! Inc., 1900 N.W. Corp. Blvd., Suite 400E, Boca Raton, FL 33431.
(d) During the last 5 years, Registrant has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last 5 years, Registrant has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which Registrant 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.
(f) Registrant is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
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The 654,956 shares of common stock of the Issuer (the "Shares")
beneficially owned by Registrant were purchased by Registrant from the Issuer on
January 1, 1997, in a
Page 3 of 5
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private placement at a purchase price of $0.57 per share. Personal funds of the
Registrant, maintained in bank accounts, were used to purchase the Shares. No
Shares were purchased on margin or with borrowed funds.
Item 4. Purpose of Transaction
- ------ ----------------------
The 654,956 Shares referred to in Item 3 were acquired by Registrant
as an investment. Registrant is not a member of the Board of Directors of the
Issuer and has no present intention to seek election to the Board. Registrant
has no plans or proposals which would result in any extraordinary corporate
transaction involving the Issuer or in any changes in the existing management or
board of directors of the Issuer.
Item 5. Interest in Securities of the Issuer
- ------ ------------------------------------
(a) The 654,956 Shares referred to above were purchased by Registrant
for cash on January 1, 1997, at a purchase price of $0.57 per Share. All of the
Shares were purchased on January 1, 1997.
As of January 15, 2000, Registrant may be deemed to own beneficially
654,956 Shares, or approximately 11.21% of the Shares which the Issuer had
outstanding at January 15, 2000.
(b) Registrant has sole power to vote or to direct the vote of all
654,956 Shares described above, and sole dispositive power with respect to all
654,956 Shares.
(c) Registrant acquired beneficial ownership of the 654,956 Shares
described above on January 1, 1997, in a private placement.
(d) Not applicable.
(e) Not applicable.
Page 4 of 5
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Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits
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None.
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.
/s/ Kevin S. Waltzer
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Signature
Kevin S. Waltzer
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Name/Title
Page 5 of 5
