(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box .
Note:Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom
copies are to be sent.
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).
This
statement is being filed by Ferdinando Petrucci (“Petrucci”),
for the purpose of reporting acquisitions of shares of Common Stock
of the
Issuer.
(b)
The
address of Mr. Petrucci is Via Stazione, 133A, Arce Frosimone, Italy.
(c)
Mr.
Petrucci is a scientist and an inventor. His employment
address is Via Stazione, 133A, Arce Frosimone,
Italy.
(d)
During
the last five years, Mr. Petrucci has not been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During
the last five years Mr. Petrucci has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he 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)
Mr. Petrucci is an Italian
citizen.
Item
3. Source
and Amount of Funds or Other
Consideration.
Mr.
Petrucci obtained his shares of Common Stock pursuant to a reverse merger
whereby Mr. Petrucci received shares of the Issuer’s Common Stock based on his
ownership of shares of H2Diesel, Inc., a Delaware corporation (“H2Diesel”)
common
stock, par value $.0001 per share (“H2Diesel
Common Stock”).
The
terms of the reverse merger are described in greater detail in Item 4 below.
Mr.
Petrucci received 893,750 shares
of
H2Diesel Common Stock as part of his compensation (the “Shares”)
for
granting a perpetual exclusive license to H2Diesel to make, use and exploit
a
chemical additive for use in making the bio-fuel and related know how. Pursuant
to the exclusive license agreement, as amended (the “License
Agreement”),
H2Diesel’s rights with respect to the technology are exclusive in the territory
consisting of North America (United States of America, its possessions and
territories, Canada and Mexico), Central America (Belize, Costa Rica, El
Salvador, Guatemala, Honduras, Nicaragua and Panama) and the Caribbean (Antigua
& Barbuda, Aruba, Bahamas, Cayman Islands, Cuba (currently subject to U.S.
embargo), Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica,
Martinique, St. Kitts & Nevis, St. Lucia, St. Vincent and the
Grenadines, Trinidad & Tobago, Turks & Caicos Islands, and Virgin
Islands).
H2Diesel
also has an option, expiring December 31, 2006, to expand its territory to
include South America (Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador,
French Guiana, Guyana, Peru, Suriname, Uruguay and
Venezuela).
Under
the
terms of the License Agreement, H2Diesel agreed to pay Mr. Petrucci $11 million
of which $1.5 million was paid on March 20, 2006 (the “Effective
Date”),
$1.0
million is due not later than December 31, 2006, $1.5 million is due not
later than 365 days after the Effective Date and the balance is due in seven
annual installments thereafter. In order to exercise the territory expansion
option, H2Diesel will be required to pay to Mr. Petrucci an additional $10
million of which $1.5 million would be due upon exercise of such option, $1.5
million would be due within 180 days thereafter and the balance would be due
in
seven annual installments commencing on the first anniversary of the date of
such exercise. A copy of the License Agreement and the Amendment to the License
Agreement were filed as Exhibits 10.1 and 10.2, respectively, to the Issuer’s
Current Report on Form 8-K, filed with the U.S. Securities and Exchange
Commission on October 26, 2006, and are incorporated by reference.
In
connection with the issuance of the Shares, H2Diesel agreed to register the
Shares on the terms and conditions set forth in its Registration Rights
Agreement dated October 17, 2006 (the “Registration Rights
Agreement”). In connection with the Merger, we assumed H2Diesel’s
obligations under the Registration Rights Agreement. Under the Registration
Rights Agreement, we
are
required to file a “resale” registration statement with the SEC covering a total
of 11,241,250 shares of our common stock on or before November 20, 2006 (30
days
after the closing of the Merger). We are obligated to maintain the effectiveness
of the “resale” registration statement from the effective date through and until
12 months after the date of closing of the Merger, unless all securities
registered under the registration statement have been sold or are otherwise
able
to be sold pursuant to Rule 144 under the Securities Act, without regard to
volume limitations, provided we comply with our reporting obligations. We also
expect to include on such registration statement an additional 5,571,500 shares
issuable upon exercise of our outstanding warrants and options. We agreed to
use
our best efforts to have the “resale” registration statement declared effective
by the SEC as soon as possible after the initial filing, but by no later than
April 20, 2007 (180 days after the closing of the Merger). We may be required
to
issue additional shares of common stock to parties to the Registration Rights
Agreement, in an amount not to exceed 6.0% of the shares subject to the
Registration Rights Agreement if we fail to meet certain registration rights
obligations. The
form
of Registration Rights Agreement is filed as Exhibit 10.8
to our
Current Report on Form 8-K as filed on October 26, 2006, and is incorporated
herein by reference.
Item
4.Purpose
of Transaction.
Mr.
Petrucci obtained 893,750 shares
of
Common Stock pursuant to a “reverse merger” transaction, completed by the Issuer
on October 20, 2006, in which the Issuer caused its wholly-owned subsidiary
to
merge with and into H2Diesel, pursuant to which Mr. Petrucci received his shares
of Common Stock based on his ownership of shares of H2Diesel’s common stock.
H2Diesel is a recently formed development stage company that holds an exclusive
license for North America, Central America and the Caribbean to exploit
proprietary technology to manufacture bio-fuel that is intended to be marketed
as “bio-diesel” fuel or heating fuel or, alternatively, as a new class of
bio-fuel or fuel additive.
As
a
result of the merger, H2Diesel became a wholly-owned subsidiary of the Issuer
and H2Diesel’s former security holders acquired 93.6% of the outstanding shares
of common stock of the Issuer. The reverse merger was consummated under Delaware
law and pursuant to an Agreement of Merger and Plan of Reorganization, dated
as
of October 17, 2006, which governed the reverse merger and which was filed
as
Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the U.S.
Securities and Exchange Commission on October 26, 2006, and is incorporated
by
reference. Shortly before the closing of the reverse merger, H2Diesel completed
a private offering to accredited investors of 2,915,000 shares of H2Diesel
Common Stock and received gross proceeds of $2,915,000 at the closing of the
private offering, which includes the conversion of a demand note in the
principal amount of $765,000 into 765,000 shares of its common
stock.
As
a
result of these transactions, control of the Issuer passed to the former
H2Diesel stockholders. In accordance with the Issuer’s by-laws for filling
newly-created board vacancies, Joseph Hess, the Issuer’s existing director,
expanded the board of directors to three directors and appointed Lee S. Rosen,
as a director to fill one of such vacancies and to serve as chairman of the
board of directors of the Issuer effective at the closing of the Merger. Upon
closing of the Merger, David A. Gillespie, the President and Chief Executive
Officer of H2Diesel, replaced Mr. Hess as the President and Chief Executive
Officer of the Issuer and Andrea Festuccia became the Chief Technology Officer
of the Issuer. Mr. Gillespie also has been appointed as a director effective
immediately upon the completion of our compliance with the provisions of Section
14(f) of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”)
and
the rules promulgated thereunder. In connection with the Merger, Mr. Hess
resigned as a director, with his resignation to take effect only upon compliance
by the Issuer with the provisions of Section 14(f) of the Exchange Act and
Rule
14f-1 under that act.
Subsequently,
Messrs. Rosen and Hess increased the size of the board of directors to four
members and proposed that Phil E. Pearce serve as a director of the Issuer
to
fill such newly created board vacancy, to take effect upon compliance by the
Issuer with the provisions of Section 14(f) of the Exchange Act and Rule 14f-1
under that act.
Except
as
described in the foregoing paragraphs, Mr. Petrucci has no plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the Issuer or
any
of its subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer’s business or corporate structure;
(g) any change in the Issuer’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to
be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
Item
5. Interest
in Securities of the Issuer.
(a) Mr.
Petrucci is deemed to beneficially own 893,750 shares
of
Common Stock, representing 5.23% of the currently outstanding shares of Common
Stock of the Issuer.
(b) Mr.
Petrucci has sole voting power to vote and dispose of 893,750 shares of Common
Stock.
(c) Not
Applicable.
(d) Not
Applicable.
(e) Not
Applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
Except
as
described herein, Mr. Petrucci does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of the Issuer, including, but not limited to, any agreements
concerning (i) the transfer or voting of any securities of the Issuer, (ii)
finder’s fees, (iii) joint ventures, (iv) loan or option agreements, (v) puts or
calls, (vi) guarantees of profits, (vii) division of profits or loss, or (viii)
the giving or withholding of proxies.
Item
7.Materials
to be Filed as Exhibits.
2.1
Agreement of Merger and Plan of Reorganization
(incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report
on Form 8-K, filed with the U.S. Securities and Exchange Commission
on
October 18, 2006).
10.1
Exclusive License Agreement (incorporated
by reference to
Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the
U.S. Securities and Exchange Commission on October 26,2006).
10.2
Amendment to Exclusive License Agreement
(incorporated by
reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K,
filed with the U.S. Securities and Exchange Commission on
October 26,2006).
10.3
Form of Registration Rights Agreement
(incorporated by
reference to Exhibit 10.8 to the Issuer’s Current Report on Form 8-K
as filed on October 26, 2006).
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.
