U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 6, 2006
ECOLOCLEAN INDUSTRIES, INC.
(Exact Name of registrant as specified in its Charter)
Nevada 0-33481 65-1060612
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(State of Incorporation) Commission File No. Fed. Taxpayer I.D.
2242 South Highway 83, Crystal City, TX 78839
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 830 ) 374 - 9100
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(Registrant's former name and address)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions below:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240-14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 6, 2006, the company entered into loan agreements with
Crown Northern Way Capital, LLC., ("Crown") for debt financing totaling One
Hundred Fifty ($150,000) Dollars. The loan is secured with a mortgage we granted
on our Lafayette Louisiana real estate and Royis Ward, our President, pledged
Two Million, two hundred and fifty thousand (2,250,000) shares of his personal
Ecoloclean Industries common stock. Additionally, we granted Crown Seven Hundred
Fifty (750,000) warrants to purchase our common stock at Twenty ($0.20) Cents
per share, subject to adjustment. Copies of the forms of agreement are attached
as exhibits.
Item 3.02 Unregistered Sales of Equity Securities
We granted Crown Northern Way Capital, LLC. Seven Hundred Fifty
(750,000) warrants to purchase our common shares at Twenty ($0.20) Cents per
share, subject to adjustment.
We believe the offer and sale of these securities qualifies for the
securities transaction exemption permitted by Section 4(2) of the Securities Act
of 1933, as amended, (the "Act"). These are restricted securities and may not be
publicly resold without registration under the Act or an exemption from
registration.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.0 Secured Debenture
10.1 Warrant to Purchase 750,000 Shares of Common Stock
10.2 Pledge and Security Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ECOLOCLEAN INDUSTRIES, INC.
Dated: May 5, 2006
/s/ Royis Ward
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By: Royis Ward
Title: President