*
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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.
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(1)
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Names of reporting persons
HyFuels, Inc.
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(2)
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Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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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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(6)
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Citizenship or place of organization
FLORIDA
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Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
3,010,000 shares of common stock
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
3,010,000 shares of common stock
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
3,010,000 shares of common stock
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(12)
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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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(13)
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Percent of class represented by amount in Row (11)
15.1%
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(14)
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Type of reporting person (see instructions)
CO
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(1)
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Names of reporting persons
Global Alpha, LLC
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(2)
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Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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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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(6)
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Citizenship or place of organization
FLORIDA
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Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
1,832,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
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(8)
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Shared voting power
0
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|||
(9)
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Sole dispositive power
1,832,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
1,832,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
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(12)
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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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(13)
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Percent of class represented by amount in Row (11)
9.2% of common stock
100% of Series A Preferred Stock
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(14)
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Type of reporting person (see instructions)
OO
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(1)
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Names of reporting persons
Global Beta, LLC
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(2)
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Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
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(3)
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SEC use only
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|||
(4)
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Source of funds (see instructions)
OO
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|||
(5)
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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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(6)
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Citizenship or place of organization
FLORIDA
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Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
901,000 shares of common stock
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(8)
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Shared voting power
0
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|||
(9)
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Sole dispositive power
901,000 shares of common stock
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|||
(10)
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Shared dispositive power
0
|
|||
(11)
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Aggregate amount beneficially owned by each reporting person
901,000 shares of common stock
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|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
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o
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||
(13)
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Percent of class represented by amount in Row (11)
4.5%
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(14)
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Type of reporting person (see instructions)
OO
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(1)
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Names of reporting persons
Clean Energies Tech Corp.
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(2)
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Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
|
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
WC, OO
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(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
o
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(6)
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Citizenship or place of organization
FLORIDA
|
|||
Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
313,000 shares of common stock
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(8)
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Shared voting power
0
|
|||
(9)
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Sole dispositive power
313,000 shares of common stock
|
|||
(10)
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Shared dispositive power
0
|
|||
(11)
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Aggregate amount beneficially owned by each reporting person
313,000 shares of common stock
|
|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
o
|
||
(13)
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Percent of class represented by amount in Row (11)
1.6%
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|||
(14)
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Type of reporting person (see instructions)
CO
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(1)
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Names of reporting persons
RM Santilli Foundation
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(2)
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Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
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(3)
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SEC use only
|
|||
(4)
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Source of funds (see instructions)
OO
|
|||
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
o
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(6)
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Citizenship or place of organization
FLORIDA
|
|||
Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
270,000 shares of common stock
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(8)
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Shared voting power
0
|
|||
(9)
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Sole dispositive power
270,000 shares of common stock
|
|||
(10)
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Shared dispositive power
0
|
|||
(11)
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Aggregate amount beneficially owned by each reporting person
270,000 shares of common stock
|
|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
o
|
||
(13)
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Percent of class represented by amount in Row (11)
1.4%
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|||
(14)
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Type of reporting person (see instructions)
OO
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(1)
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Names of reporting persons
Dr. Ruggero Maria Santilli
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(2)
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Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
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(3)
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SEC use only
|
|||
(4)
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Source of funds (see instructions)
OO
|
|||
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
o
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(6)
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Citizenship or place of organization
U.S.A.
|
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Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
85,000 shares of common stock (1)
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(8)
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Shared voting power
6,461,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
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|||
(9)
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Sole dispositive power
85,000 shares of common stock (1)
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|||
(10)
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Shared dispositive power
6,461,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
|
|||
(11)
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Aggregate amount beneficially owned by each reporting person
6,461,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
|
|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
o
|
||
(13)
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Percent of class represented by amount in Row (11)
32.4% of common stock
100% of Series A Preferred Stock
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|||
(14)
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Type of reporting person (see instructions)
IN
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(1)
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Includes 75,000 shares of common stock underlying an option held by Dr. Ruggero Maria Santilli that is presently exercisable or exercisable within 60 days.
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(1)
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Names of reporting persons
Carla Santilli
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(2)
|
Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
|
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(3)
|
SEC use only
|
|||
(4)
|
Source of funds (see instructions)
OO
|
|||
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
o
|
||
(6)
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Citizenship or place of organization
U.S.A.
|
|||
Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
50,000 shares of common stock (2)
|
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(8)
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Shared voting power
6,461,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
|
|||
(9)
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Sole dispositive power
50,000 shares of common stock (2)
|
|||
(10)
|
Shared dispositive power
6,461,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
|
|||
(11)
|
Aggregate amount beneficially owned by each reporting person
6,461,829 shares of common stock
1,000,000 shares of Series A Preferred Stock
|
|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
o
|
||
(13)
|
Percent of class represented by amount in Row (11)
32.4% of common stock
100% of Series A Preferred Stock
|
|||
(14)
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Type of reporting person (see instructions)
IN
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(2)
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Consists of 50,000 of shares of common stock underlying an option held by Carla Santilli that is presently exercisable or exercisable within 60 days.
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(1)
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Names of reporting persons
Luisa Ingargiola
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(2)
|
Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
|
|
(3)
|
SEC use only
|
|||
(4)
|
Source of funds (see instructions)
OO
|
|||
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
o
|
||
(6)
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Citizenship or place of organization
U.S.A.
|
|||
Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
491,304 shares of common stock (3)
|
||
(8)
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Shared voting power
4,404,304 shares of common stock
|
|||
(9)
|
Sole dispositive power
491,304 shares of common stock (3)
|
|||
(10)
|
Shared dispositive power
4,404,304 shares of common stock
|
|||
(11)
|
Aggregate amount beneficially owned by each reporting person
4,404,304 shares of common stock
|
|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
o
|
||
(13)
|
Percent of class represented by amount in Row (11)
22.1%
|
|||
(14)
|
Type of reporting person (see instructions)
IN
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(3)
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Includes 50,000 shares of common stock underlying an option held by Luisa Ingargiola that is presently exercisable or exercisable within 60 days.
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(1)
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Names of reporting persons
Ermanno Santilli
|
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(2)
|
Check the appropriate box if a member of a group (see instructions)
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(a)
(b)
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x
o
|
|
(3)
|
SEC use only
|
|||
(4)
|
Source of funds (see instructions)
OO
|
|||
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
o
|
||
(6)
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Citizenship or place of organization
U.S.A.
|
|||
Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
500,354 shares of common stock (4)
|
||
(8)
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Shared voting power
4,093,354 shares of common stock
|
|||
(9)
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Sole dispositive power
500,354 shares of common stock (4)
|
|||
(10)
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Shared dispositive power
4,092,354 shares of common stock
|
|||
(11)
|
Aggregate amount beneficially owned by each reporting person
4,093,354
|
|||
(12)
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
o
|
||
(13)
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Percent of class represented by amount in Row (11)
20.5% shares of common stock
|
|||
(14)
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Type of reporting person (see instructions)
IN
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(4)
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Includes 75,000 shares of common stock underlying an option held by Ermanno Santilli that is presently exercisable or exercisable within 60 days.
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(a)
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The aggregate percentage of Shares reported owned by each person named herein is based upon 19,922,516 Common Shares and 1,000,000 Preferred Shares outstanding, which is the total number of Common Shares and Preferred Shares outstanding after the closing the Offering (as described in Item 6 below) on August 21, 2012, as reported in the Company’s Prospectus filed with the Securities and Exchange Commission Pursuant to Rule 424(b)(4) on August 17, 2012.
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(a)
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The only transactions in the securities of the Company since the filing of the Schedule 13D were the sale of Common Shares by the following Reporting Persons on August 21, 2012 for $2.79 per share to the Underwriters upon the Closing of the Offering (as discussed in Item 6 below):
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1.
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Global Alpha sold 434,781 Common Shares on August 21, 2012 for $2.79 per share to the Underwriters.
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2.
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Luisa sold 108,696 Common Shares on August 21, 2012 for $2.79 per share to the Underwriters.
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3.
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Ermanno sold 108,696 Common Shares on August 21, 2012 for $2.79 per share to the Underwriters.
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99.9
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Form of Underwriting Agreement (incorporated by reference to the Company’s Amendment No. 4 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 24, 2012).
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Dated: August 27, 2012
|
||||
HYFUELS, INC.
|
GLOBAL ALPHA, LLC
|
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By:
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/s/ Dr. Ruggero Maria Santilli
|
By:
|
/s/ Dr. Ruggero Maria Santilli
|
|
Dr. Ruggero Maria Santilli
|
Dr. Ruggero Maria Santilli
|
|||
President
|
Managing Member
|
|||
GLOBAL BETA, LLC
|
CLEAN ENERGIES TECH CORP.
|
|||
By:
|
/s/ Dr. Ruggero Maria Santilli
|
By:
|
/s/ Dr. Ruggero Maria Santilli
|
|
Dr. Ruggero Maria Santilli
|
Dr. Ruggero Maria Santilli
|
|||
Managing Member
|
President
|
|||
RM SANTILLI FOUNDATION
|
||||
By:
|
/s/ Ermanno Santilli
|
|||
Ermanno Santilli
|
||||
President
|
/s/ Dr. Ruggero Maria Santilli
|
/s/ Carla Santilli
|
||
DR. RUGGERO MARIA SANTILLI
|
CARLA SANTILLI
|
||
/s/ Luisa Ingargiola
|
/s/ Ermanno Santilli
|
||
LUISA INGARGIOLA
|
ERMANNO SANTILLI
|