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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.
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(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
Gary Arnold ###-##-####
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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
440,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
440,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
440,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.53%
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TYPE OF REPORTING PERSON*
14
IN
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Item 1. Security and Issuer
-------------------
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 Gary Arnold, a natural person
("Registrant").
(b) Registrant's business address is 2051 N.E. 191 Drive, North Miami
Beach, Florida 33179.
(c) Registrant's present principal occupation is Chief Executive
Officer of Windhorse Corporation, an organizational consulting firm, a position
he has held since 1993. He has also served as Vice Chairman of the Issuer since
June 1998.
(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
------ -------------------------------------------------
Of the 440,000 shares of common stock of the Issuer (the "Shares")
beneficially owned by Registrant, 10,000 Shares were issued for services on
December 2, 1997, 380,000
Page 3 of 5
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were purchased by Registrant on April 5, 1998 for a purchase price of $0.58 per
Share, and 50,000 Shares were purchased on October 1, 1998 for a purchase price
of $0.58 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 440,000 Shares referred to in Item 3 were acquired by Registrant
as an Investment. Registrant is a member of the Board of Directors of the
Issuer. 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) Of the total of 440,000 Shares owned by Registrant, 10,000 Shares
were issued for services on December 2, 1997, 380,000 Shares were purchased on
April 5, 1998 for $0.58 per Share, and $50,000 Shares were purchased on October
1, 1998 for $0.58 per share.
As of January 15, 2000, Registrant may be deemed to own beneficially
440,000 Shares, or approximately 7.53% of the 5,842,939 Shares of the 5,842,939
Shares which the Issuer had outstanding at January 15, 2000.
(b) Registrant has sole power to vote or to direct the vote of all
440,000 Shares described above, and sole dispositive power with respect to all
440,000 Shares.
(c) Registrant acquired beneficial ownership of 10,000 Shares on
December 2, 1997, 380,000 Shares on April 5, 1998, and 50,000 Shares on October
1, 1998.
(d) Not applicable.
(e) Not applicable.
Page 4 of 5
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Item 6. Contracts, Arrangements, Understandings or
------
Relationships with Respect to Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits
------ --------------------------------
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/ Gary N. Arnold
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Signature
Gary N. Arnold
Gary N. Arnold, CEO
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Name/Title
Page 5 of 5
