0001078782-15-000102.txt : 20150123 0001078782-15-000102.hdr.sgml : 20150123 20150123150156 ACCESSION NUMBER: 0001078782-15-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150123 DATE AS OF CHANGE: 20150123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL SCIENCE & TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001552743 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 455529607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87432 FILM NUMBER: 15545131 BUSINESS ADDRESS: STREET 1: 4 WILDER DRIVE #7 CITY: PLAISTOW STATE: NH ZIP: 03865 BUSINESS PHONE: 603-382-8481 MAIL ADDRESS: STREET 1: 4 WILDER DRIVE #7 CITY: PLAISTOW STATE: NH ZIP: 03865 FORMER COMPANY: FORMER CONFORMED NAME: APEX 5 INC. DATE OF NAME CHANGE: 20120621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEFTS MARK CENTRAL INDEX KEY: 0001270809 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 160 SUMMIT AVE CITY: MONTVALE STATE: NJ ZIP: 07645 SC 13D/A 1 sc13da012215_sc13dz.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES SECURITIES AND EXHANGE COMMISSION

Washington D.C.


SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


Environmental Science and Technologies, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


29408J 105

(CUSIP Number)


John G. Nossiff, Esq.

The Nossiff Law Firm LLP

300 Brickstone Sq., St 201

Andover, MA 01810

(978) 409 2648

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


January 21, 2015

(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.      .


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).





CUSIP No. Pending


1.

Names of Reporting Persons

 

 

Mark Shefts and Wanda Shefts

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  X .

 

 

(b)

      .

 

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)      .

 

6.

Citizenship or Place of Organization

 

 

United States

 

Number of Shares

7.

Sole Voting Power: 0

 

Each Beneficially

8.

Shared Voting Power: 14,557,500

 

Owned by Reporting

9.

Sole Dispositive Power: 0

 

Person With

10.

Shared Dispositive Power: 14,557,500

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

14,557,500

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)      .

 

13.

Percent of Class Represented by Amount in Row (11)

 

 

37.1%

 

14.

Type of Reporting Person (See Instructions)

 

 

IN

 




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Item 1.

Security and Issuer


Common Stock, $.0001 par value


Environmental Science and Technologies, Inc.

4 Wilder Dr., #7

Plaistow, New Hampshire 03865


Item 2.

Identity and Background


(a)

Mark Shefts and Wanda Shefts are individuals whose business address is:


(b)

c/o Rushcap Group, Inc.

160 Summit Ave

Montvale, NJ


(c)

Mark Shefts is the President of Rushcap Group, Inc., a corporation that renders business advisory services and whose business address is:


160 summit Ave.

Montvale, NJ


Wanda Shefts is a homemaker.


(d)

Neither Mark nor Wanda Shefts has during the past 5 years been convicted in any criminal proceeding.


(e)

Neither Mark nor Wanda Shefts has during the past 5 years been subject to a civil or judicial proceeding as a result of which he was or is subject to a judgment or final order enjoining violations of the securities laws or finding any violation of such laws.


Item 3.

Source and Amount of Funds or Other Consideration


By way of background, the reporting persons used $100,000 of their personal funds to acquire a convertible note of the issuer prior to becoming a more than 10% beneficial owner. The Note was originally convertible into common stock at the rate of $.125 per share. In addition, the reporting persons used $125,000 of their personal funds to acquire 10,000,000 shares of the Issuer’s common Stock from the Issuer, as a result of which the reporting persons became a more than 10% beneficial owner. Subsequent to becoming a more than 10% beneficial owner, and in connection with an amendment and restatement of the note on January 21, 2015, the maturity was extended by one year and the conversion price was changed to $.025.


Item 4.


(a)-(j)

Purpose of Transaction


The purpose of the transaction by which the reporting person became a more than 10% beneficial owner was to acquire a substantial equity investment in the Issuer’s common stock, equal to the then equity position of the Issuer’s CEO and founder, Michael R. Rosa. In connection with this transaction, Mr. Rosa surrendered to the Issuer for cancellation approximately 6,692,500 shares of the Issuer’s common stock. As a result of these transactions, Mr. Rosa and Mr./Mrs. Shefts had an equal equity position in the Issuer. Mr. Shefts has the option of becoming CEO and a director of the Issuer. In the event Mr. Rosa And Mr. Shefts are unable to agree on a third member of the board of directors, Mr. Shefts has the right to appoint the third director. The purpose of the amendment and restatement of the convertible note on January 21, 2015 was to extend the maturity by one year, in consideration for which the issuer agreed to change the conversion price to $.025.



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Item 5.

Interest in Securities of the Issuer


A

Mark and Wanda Shefts


Amount: 14,557,500


Percentage: 37.1%


Sole Voting Power: 0


Shared Voting Power: 14,557,500


Sole Dispositive Power: 0


Shared Dispositive Power: 14,557,500


On January 21, 2015, a promissory note in the principal amount of $100,000, originally convertible into 800,000 shares of common stock, was amended and restated so as to extend the maturity by one year. In consideration of this extension, the conversion price was changed to $.025, thus giving the reporting person the right to acquire an aggregate of 4,000,000 shares of common stock upon conversion of the note.


Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


The Issuer, Mr. Rosa and Mr. Shefts have agreed that Mr. Shefts has the option of becoming CEO and a director of the Issuer. In addition, in the event Mr. Rosa, a director and CEO of the Issuer, are unable to agree on a third member of the board of directors, Mr. Shefts has the right to appoint the third director. If the Board of Directors should determine to discontinue the operations of the Issuer as a result of determining the business is no longer viable, then, subject to compliance with applicable laws, the Issuer will sell its operating businesses to Michael R. Rosa, the current CEO, in exchange for his my surrendering to the Issuer all shares of Issuer Common Stock owned/controlled by him.


Item 7.

Material to Be Filed as Exhibits


Exhibit 1.01 - Investment Agreement dated 07/14/2014 (incorporated by reference to Exhibit 1.01 filed with Schedule 13D on July 24, 2014).


Exhibit 1.02 – Joint Filing Statement (incorporated by reference to Exhibit 1.01 filed with Schedule 13D on July 24, 2014).




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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.


 

01/21/2015

 

Date

 

 

 

/s/ Mark Shefts

 

Mark Shefts

 

 

 

/s/ Wanda Shefts

 

Wanda Shefts




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