Electric Aquagenics/Water Science
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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. )*
Electric Aquagenics Unlimited, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Water Science, LLC
1800 N.W. 89th Place
Miami, FL
33172
(305) 629-6424
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
(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 that is the
subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP
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284859105 |
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NAMES OF REPORTING PERSONS:
Water Science, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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State of Florida
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SOLE VOTING POWER: |
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| NUMBER OF |
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11,000,000* |
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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-0- |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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SHARED DISPOSITIVE POWER: |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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11,000,000* |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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53.88%** |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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The aggregate number of shares of Common Stock and the percentage of ownership of Common
Stock reported in this Schedule 13D includes (i) warrants to purchase 8,400,000 (the
“Warrants”), and (ii) a $3,000,000 note convertible into 1,000,000 shares of Common Stock (the
“Note”). |
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This figure was calculated based upon 20,417,580 shares of Common Stock issued and
outstanding. The total number of issued and outstanding shares of Common Stock includes (i)
9,417,580 shares of Common Stock which is the total number of shares of Common Stock of the
Issuer (defined below) issued and outstanding as of December 31, 2005 according to the
Issuer’s 10-KSB filing for the year ended December 31, 2005, plus (ii) 9,400,000 shares of
Common Stock issuable upon exercise of the Warrants and the conversion of the Note, plus (iii)
1,600,000 shares of Common Stock issued to the Reporting Person. |
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| CUSIP No. 284859105
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SCHEDULE 13D
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Page 3 of 6 Pages |
ITEM 1. SECURITY AND ISSUER.
Electric Acqugenics Unlimited, Inc. (the “Issuer”)
1464 W. 40 Street, Suite 200
Lindon, UT 84042
Common stock, par value $0.0001 per share (the “Common Stock”)
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Water Science, LLC, a Florida limited liability
company (“Water Science”) and Peter Ullrich. The foregoing persons are hereinafter sometimes
referred to collectively as the “Reporting Persons.” Peter Ullrich is the sole member of Water
Science. Water Science is a member managed limited liability company.
(b) The address of the principal business and principal offices of the Reporting Persons is
1800 N.W. 89th Place Miami, FL 33172.
(c) The principal business of Water Science is that of private investment, engaging in the
purchase and sale of securities for investment for its own account. Peter Ullrich is the sole
member of Water Science.
(d) None of the persons referred to in paragraph (a) above has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during the last five years,
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.
(f) Peter Ullrich is an American citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
The shares, the Warrants and the Note were purchased by the Reporting Persons utilizing Water
Science’s working capital for an aggregate purchase price of $7,000,000.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the shares, the Warrants and the Note by the Reporting
Persons was for investment. The Reporting Persons have no plans or proposals which relate to, or
could result in, any of the matters referred to in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D
relates is 11,000,000 shares of common stock which represent 53.88% of 20,417,580 shares of Common
Stock issued and outstanding. In addition to the 1,600,000 shares of Common Stock held by the
Reporting Persons, the aggregate number of shares includes (i) a warrant to purchase 2,000,000
shares of Common Stock issued to Water Science on September 16, 2005 exercisable at $2.76 per share
between the issue date and September 16, 2008, (ii) a warrant to purchase 6,400,000 shares issued
to Water Science on May 1, 2006 exercisable at $2.76 per share between the issue date and May 1,
2009, and (iii) a $3,000,000 promissory note held by Water Science convertible into 1,000,000
shares of Common Stock. The total number of issued and outstanding shares of Common Stock includes
(i) 9,417,580 shares of Common Stock which is the total number of shares of Common Stock of the
Issuer issued and outstanding as of December 31, 2005 according to the Issuer’s 10-KSB filing for
the year ended
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SCHEDULE 13D
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Page 4 of 6 Pages |
December 31, 2005, plus (ii) 9,400,000 shares of Common Stock issuable upon exercise of the
Warrants and the conversion of the Note., plus (iii) 1,600,000 shares of Common Stock issued to the
Reporting Person on May 1, 2006.
(b) The Reporting Persons are the sole persons with voting and dispositive power with regard
to the 11,000,000 shares of Common Stock of the Issuer described in this Schedule 13D.
(c) Not applicable.
(d) No person other than the Reporting Persons is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds of sale of the 11,000,000 shares of
Common Stock of the Issuer described in this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons do not have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibits:
Exhibit A Agreement pursuant to Rule 13d-1(k)(1)(iii)
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SCHEDULE 13D
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Page 5 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, each such
person certifies that the information set forth in this Statement with respect to such person is
true, complete and correct.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 8th day of May,
2006.
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Water Science, LLC, an Florida limited liability
company
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By: |
/s/ Peter Ullrich
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Peter Ullrich |
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Sole Member |
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By: |
/s/ Peter Ullrich
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Peter Ullrich |
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| CUSIP No. 284859105
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SCHEDULE 13D
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Page 6 of 6 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as
amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D with
respect to the Common Stock is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. Additionally, the
undersigned acknowledge and agree to the inclusion of this Agreement as an Exhibit to this
Statement. The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
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Water Science, LLC, an Florida limited liability
company
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By: |
/s/ Peter Ullrich
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Peter Ullrich |
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Sole Member |
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By: |
/s/ Peter Ullrich
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Peter Ullrich |
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