SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RAYNOR DANIEL

(Last)

(First)

(Middle)

60 MADISON AVENUE

SUITE 701

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2012

3. Issuer Name and Ticker or Trading Symbol
EQM Technologies & Energy, Inc. [ EQTE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,037,043	I	By Argentum Capital Partners II, L.P.⁽¹⁾
Common Stock	172,774	I	By Argentum Capital Partners, L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
10% Convertible Note due March 2014⁽³⁾	03/15/2011	03/15/2014	Common Stock	143,438⁽⁴⁾	$0.4⁽³⁾	D
10% Convertible Note A due December 2014⁽⁵⁾	12/30/2011	12/31/2014	Common Stock	133,368⁽⁶⁾	$0.4⁽⁵⁾	D
10% Convertible Note due March 2014⁽³⁾	03/15/2011	03/15/2014	Common Stock	143,438⁽⁴⁾	$0.4⁽³⁾	I	By Trust⁽⁷⁾
Series A Convertible Preferred Stock⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	8,571,429⁽⁸⁾	$0.35⁽⁸⁾	I	By Argentum Capital Partners II, L.P.⁽¹⁾
10% Convertible Note due February 2014⁽⁹⁾	02/04/2011	02/04/2014	Common Stock	250,018⁽¹⁰⁾	$1.3899⁽⁹⁾	I	By Argentum Capital Partners II, L.P.⁽¹⁾
10% Convertible Note due March 2014⁽³⁾	03/15/2011	03/15/2014	Common Stock	860,625⁽¹¹⁾	$0.4⁽³⁾	I	By Argentum Capital Partners II, L.P.⁽¹⁾
10% Convertible Note A due December 2014⁽⁵⁾	12/30/2011	12/31/2014	Common Stock	2,708,855⁽¹²⁾	$0.4⁽⁵⁾	I	By Argentum Capital Partners II, L.P.⁽¹⁾
10% Convertible Note due February 2014⁽⁹⁾	02/04/2011	02/04/2014	Common Stock	83,339⁽¹³⁾	$1.3899⁽⁹⁾	I	By Argentum Capital Partners, L.P.⁽²⁾
10% Convertible Note due March 2014⁽³⁾	03/15/2011	03/15/2014	Common Stock	860,625⁽¹¹⁾	$0.4⁽³⁾	I	By Argentum Capital Partners, L.P.⁽²⁾
10% Convertible Note due May 2014⁽¹⁴⁾	05/13/2011	05/13/2014	Common Stock	141,389⁽¹⁵⁾	$0.4⁽¹⁴⁾	I	By Argentum Capital Partners, L.P.⁽²⁾

Explanation of Responses:

1. Mr. Raynor is a co-managing member of Argentum Investments, LLC, which is the managing member of Argentum Partners II, LLC, which is the general partner of Argentum Capital Partners II, L.P. As a result, Mr. Raynor may be deemed to beneficially own the securities held by Argentum Capital Partners II, L.P. Mr. Raynor disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

2. Mr. Raynor is the Chairman of B.R. Associates, Inc., which is the general partner of Argentum Capital Partners, L.P. As a result, Mr. Raynor may be deemed to beneficially own the securities held by Argentum Capital Partners, L.P. Mr. Raynor disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

3. The 10% Convertible Note due March 2014 bears interest at a rate of 10% per annum. The principal and accrued interest under the 10% Convertible Note due March 2014 are convertible into shares of the Company's common stock at a conversion price of $0.40 per share, subject to adjustment in accordance with the terms of the 10% Convertible Note due March 2014.

4. Reflects $50,000 in principal and $7,375 in accrued and unpaid interest outstanding under the 10% Convertible Note due March 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due March 2014 will increase as interest continues to accrue.

5. The 10% Convertible Note due December 2014 bears interest at a rate of 10% per annum. The principal and accrued interest under the 10% Convertible Note due December 2014 are convertible into shares of the Company's common stock at a conversion price of $0.40 per share, subject to adjustment in accordance with the terms of the 10% Convertible Note due December 2014.

6. Reflects $50,000 in principal and $3,347 in accrued and unpaid interest outstanding under the 10% Convertible Note due December 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due December 2014 will increase as interest continues to accrue.

7. These securities are held by Trust U/W Arnold Raynor FBO Daniel Raynor, of which Mr. Raynor is the trustee. Mr. Raynor may be deemed to beneficially own the securities held by such trust.

8. Series A Convertible Preferred Stock is convertible into such number of shares of the Company's common stock equal to the quotient of (x) the aggregate stated value (initially $3.15) of the shares of Series A Convertible Preferred Stock being converted, divided by (y) the conversion price (initially $0.35) then in effect. The conversion price is subject to anti dilution adjustment in certain circumstances, as set forth in the Certificate of Designations of Series A Convertible Preferred Stock. Series A Convertible Preferred Stock is convertible at any time and has no expiration date.

9. The 10% Convertible Note due February 2014 bears interest at a rate of 10% per annum. The principal and accrued interest under the 10% Convertible Note due February 2014 are convertible into shares of the Company's common stock at a conversion price of $1.3899 per share, subject to adjustment in accordance with the terms of the 10% Convertible Note due February 2014.

10. Reflects $300,000 in principal and $47,500 in accrued and unpaid interest outstanding under the 10% Convertible Note due February 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due February 2014 will increase as interest continues to accrue.

11. Reflects $300,000 in principal and $44,250 in accrued and unpaid interest outstanding under the 10% Convertible Note due March 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due March 2014 will increase as interest continues to accrue.

12. Reflects $1,015,556 in principal and $67,986 in accrued and unpaid interest outstanding under the 10% Convertible Note due December 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due December 2014 will increase as interest continues to accrue.

13. Reflects $100,000 in principal and $15,833 in accrued and unpaid interest outstanding under the 10% Convertible Note due February 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due February 2014 will increase as interest continues to accrue.

14. The 10% Convertible Note due May 2014 bears interest at a rate of 10% per annum. The principal and accrued interest under the 10% Convertible Note due May 2014 are convertible into shares of the Company's common stock at a conversion price of $0.40 per share, subject to adjustment in accordance with the terms of the 10% Convertible Note due May 2014.

15. Reflects $50,000 in principal and $6,556 in accrued and unpaid interest outstanding under the 10% Convertible Note due May 2014 as of August 27, 2012. The number of shares underlying the 10% Convertible Note due May 2014 will increase as interest continues to accrue.

	/s/ Daniel Raynor	08/27/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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