-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPlxRvVhQxjyut15AmaEOeswjMbCegfQD1b+1UM+ryDGGpb42t9dqYUKo3ODRPUt Tmvdq5PLWkY2hXZizHXG/A== 0001213900-07-000376.txt : 20070410 0001213900-07-000376.hdr.sgml : 20070410 20070410135449 ACCESSION NUMBER: 0001213900-07-000376 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNEGAS CORP CENTRAL INDEX KEY: 0001353487 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82791 FILM NUMBER: 07758478 BUSINESS ADDRESS: STREET 1: 35246 US HIGHWAY 19 NORTH STREET 2: #311 CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: (727) 932-9593 MAIL ADDRESS: STREET 1: 35246 US HIGHWAY 19 NORTH STREET 2: #311 CITY: PALM HARBOR STATE: FL ZIP: 34684 FORMER COMPANY: FORMER CONFORMED NAME: 4307 Inc DATE OF NAME CHANGE: 20060215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clean Energies Tech. Co. CENTRAL INDEX KEY: 0001396049 IRS NUMBER: 593601694 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 90 EAST WINDS COURT CITY: PALM HARBOR STATE: FL ZIP: 34683 BUSINESS PHONE: 727-934-9593 MAIL ADDRESS: STREET 1: 90 EAST WINDS COURT CITY: PALM HARBOR STATE: FL ZIP: 34683 SC 13D 1 fsc13dcleaneng_magnegas.htm SCHEDULE 13D INFORMATION STATEMENT Schedule 13D Information Statement


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act Of 1934

Magnegas, Inc.
(Name of Issuer)

COMMON STOCK, $0.001 Par Value Per Share
(Title of Class of Securities)

                                       
(CUSIP Number)

35246 US Highway 19N, #311
Palm Harbor, Florida 34684
(727) 934-9275
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With copies to:

Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
(732) 409-1212

April 2, 2007
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

 
 

 

SCHEDULE 13D

(1)  
NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Clean Energies Tech Co.                

(2)  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  
¨
(b)  
¨

(3)  
SEC USE ONLY



(4)  
SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC                                

(5)  
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨



(6)  
CITIZENSHIP OR PLACE OF ORGANIZATION

USA                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7)  SOLE VOTING POWER
 
100,000
 
(8)  SHARED VOTING POWER
 
0
 
(9)  SOLE DISPOSITIVE POWER
 
100,000
 
(10)  SHARED DISPOSITIVE POWER
 
0

(11)  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000                              

(12)  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨



(13)  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

100%                                

 
 
 
 

 

 
(14)  
TYPE OF REPORTING PERSON

CO                                  

ITEM 1. SECURITY AND ISSUER.

The security upon which this report is based is the common stock, par value $0.001, of MageGas Corporation., a Delaware corporation, with its principal place of business located at 35246 US Highway 19N, #311,
Palm Harbor, Florida 34684. The telephone number is (732) 409-1212 and the fax number is (727) 934-9275

 
This Schedule 13D relates the Stock Purchase Agreement between Michael Raleigh and Clean Energies Tech Corp. pursuant to which all of the outstanding common shares of the Issuer were purchased by Clean Energies Tech Corp. (the “Agreement”).

ITEM 2. IDENTITY AND BACKGROUND.

The name of the person filing this statement is Clean Energies Tech Corp. Hereinafter sometimes referred to as the “Reporting Person.” Clean Energies Tech Corp. is a Delaware Corporation with its principal office at 35246 US Highway 19N, #311, Palm Harbor, Florida 34684. The telephone number is (732) 409-1212 and the fax number is (727) 934-9275


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
The amount of funds required to purchase all of the outstanding shares pursuant to the Agreement was $30,000. The source of funds was the working capital of Clean Energies Tech Corp.

ITEM 4. PURPOSE OF TRANSACTION.

The acquisition by the Reporting Person was a private sale by the existing sole shareholder of the Issuer. The purpose of the Agreement was for the Reporting Person to acquire all of the outstanding shares of the Issuer.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The Reporting Person acquired 100,000 of the issued and outstanding common shares of the Issuer. Such amount represented 100% of the total issued and outstanding common shares of the Issuer.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than the Agreement, as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The Stock Purchase Agreement between Michael Raleigh and Clean Energies Tech Corp. was filed pursuant to a Current Report on Form 8-K filed with the SEC on March 29, 2007.


 
 

 

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.



Date: April 4, 2007               Signature: 
 
/s/ Dr. Ruggero Santilli
Dr. Ruggero Santilli
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