CUSIP No. 284859 10 5 |
Page
2 of
6
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Water
Science, LLC
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|||
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|||
3
|
SEC
Use Only
|
|||
4
|
Source
of Funds (See Instructions)
WC
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5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
|
|||
6
|
Citizenship
or Place of Organization
State
of Florida
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
||
8
|
Shared
Voting Power
11,000,000
|
|||
9
|
Sole
Dispositive Power
|
|||
10
|
Shared
Dispositive Power
11,000,000
|
|||
11
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
11,000,000*
|
|||
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|||
13
|
Percent
of Class Represented by Amount in Row (11)
48.1%**
|
|||
14
|
Type
of Reporting Person (See Instructions)
OO
|
* |
The
aggregate number of shares of Common Stock reported includes (i)
8,400,00
shares of Common Stock issuable upon exercise of outstanding warrants
and
(ii) 1,000,000 shares of Common Stock issuable upon conversion of
a
convertible promissory note.
|
** |
The
percent of class was calculated based upon 22,867,187 shares of Common
Stock issued and outstanding, consisting of (i) 13,467,187 shares
of
Common Stock issued and outstanding as reported by the Issuer on
its Form
10-KSB filed with the SEC on April 2, 2007, (ii) 8,400,00 shares
of Common
Stock issuable upon exercise of outstanding warrants, and (iii) 1,000,000
shares of Common Stock issuable upon conversion of a convertible
promissory note.
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CUSIP No. 284859 10 5 |
Page 3
of
6
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Peter
Ullrich
|
|||
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|||
3
|
SEC
Use Only
|
|||
4
|
Source
of Funds (See Instructions)
PF
|
|||
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
|
|||
6
|
Citizenship
or Place of Organization
United States
|
|||
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
7
|
Sole
Voting Power
14,462,692
|
||
8
|
Shared
Voting Power
|
|||
9
|
Sole
Dispositive Power
14,462,692
|
|||
10
|
Shared
Dispositive Power
|
|||
11
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
14,462,692*
|
|||
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|||
13
|
Percent
of Class Represented by Amount in Row (11)
63.2%**
|
|||
14
|
Type
of Reporting Person (See Instructions)
IN
|
*
|
The
aggregate number of shares of Common Stock reported includes (i)
1,600,000
shares of Common Stock held by Water Science, LLC, (ii) 8,400,00
shares of
Common Stock issuable upon exercise of outstanding warrants held
by Water
Science, LLC, and (iii) 1,000,000 shares of Common Stock issuable
upon
conversion of a convertible promissory note held by Water Science,
LLC.
|
** |
The
percent of class was calculated based upon 22,867,187 shares of Common
Stock issued and outstanding, consisting of (i) 13,467,187 shares
of
Common Stock issued and outstanding as reported by the Issuer on
its Form
10-KSB filed with the SEC on April 2, 2007, (ii) 8,400,00 shares
of Common
Stock issuable upon exercise of outstanding warrants held by Water
Science, LLC, and (iii) 1,000,000 shares of Common Stock issuable
upon
conversion of a convertible promissory note held by Water Science,
LLC.
|
CUSIP No. 284859 10 5 |
Page 4
of
6
|
Item
1.
|
Security
and Issuer
|
Item
2.
|
Identity
and Background
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
Item
4.
|
Purpose
of Transaction
|
Item 5. |
Interest
in Securities of the
Issuer
|
CUSIP No. 284859 10 5 |
Page 5
of
6
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit
A
|
Agreement
pursuant to Rule 13d-1(k)(1)
|
Exhibit
B
|
Agreement Terminating
Warrants and Registration Rights dated as of May 9, 2007 among the
Issuer,
Peter F. Ullrich, and Water Science, LLC (incorporated by reference
to
Exhibit 10.1 of the Issuer's Form 8-K filed with the SEC on May 15,
2007)
|
Exhibit
C
|
Warrant
Agreement dated as of May 9, 2007 among the Issuer, Peter F.
Ullrich , and Water Science, LLC (incorporated by reference to
Exhibit 10.2 of the Issuer's Form 8-K filed with the SEC on May 15,
2007 )
|
Exhibit
D
|
Warrant
and Put Agreement dated as of May 9, 2007 among the Issuer, Peter
F.
Ullrich, and Water Science, LLC (incorporated by reference to Exhibit
10.3
of the Issuer’s Form 8-K filed with the SEC on May 15,
2007)
|
Exhibit
E
|
Amended
and Restated Registration Rights Agreement dated as of May 9, 2007
among
the Issuer, Peter F. Ullrich, and Water Science, LLC (incorporated
by
reference to Exhibit 10.4 of the Issuer’s Form 8-K filed with the SEC on
May 15, 2007)
|
Exhibit
F
|
Senior
Secured Convertible Promissory Note dated September 16, 2005 (incorporated
by reference to Exhibit 10.2 of the Issuer’s Form 8-K/A filed with the SEC
on October 12, 2005)
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CUSIP No. 284859 10 5 |
Page 6
of
6
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Dated: May 15, 2007 | Water Science, LLC, an Florida limited liability company | |
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By: | /s/ Peter Ullrich | |
Peter Ullrich |
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Sole Member |
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Dated: May 15, 2007 | /s/ Peter Ullrich | |
Peter Ullrich |
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Water Science, LLC, an Florida limited liability company | ||
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|
By: | /s/ Peter Ullrich | |
Peter Ullrich |
||
Sole Member |
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|
/s/ Peter Ullrich | ||
Peter Ullrich |
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