-----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, HUHSrqCNHwJA/LKgY0I8NslQJFME0CwLJfv9HzAeWYUr7EysUsnmRG0QNvGOCpVb IBUJlNSXixuhvhRvfTLBQQ== 0001164150-03-000167.txt : 20030807 0001164150-03-000167.hdr.sgml : 20030807 20030807112323 ACCESSION NUMBER: 0001164150-03-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFE ENERGY & TECHNOLOGY HOLDINGS INC CENTRAL INDEX KEY: 0000840823 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 112914841 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32861 FILM NUMBER: 03827971 BUSINESS ADDRESS: STREET 1: 2005 BEECHGROVE PLACE STREET 2: PO BOX 4255 CITY: UTICA STATE: NY ZIP: 13501 BUSINESS PHONE: 3157248370 MAIL ADDRESS: STREET 1: 2005 BEECHGROVE PLACE STREET 2: PO BOX 4255 CITY: UTICA STATE: NY ZIP: 13504-4255 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH PAK INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN WINDSOR LTD DATE OF NAME CHANGE: 19910911 8-K 1 leti-8k_aquit082003b.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 6, 2003 LIFE ENERGY & TECHNOLOGY HOLDINGS, INC. ----------------------------------------- (Exact name of registrant as specified by its charter) Delaware 33-24483-NY 11-2914841 - ------------------------ ---------------------- ---------------------- (State or other jurisdic- (Commission File (IRS Employer tion of incorporation) Number) Identification Number) 2005 Beechgrove Place, Utica, New York 13501 -------------------------------------------- (Address of principal executive offices) (315) 724-8370 ---------------------- Registrant's Telephone Number N/A ------------------------------------- Former Name or Former Address If Changed Since Last Report Item 5. Other Events. Life Energy & Technology Holdings, Inc. has an agreement with Diamond Ridge Advisors, Inc., a private North Carolina Company, for $9,839,871 equity investment in the Company, and a loan agreement to fund Biosphere Processing Units in the United Sates. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description - ------------ ------------------------- 10.2 Diamond Ridge Advisors, Inc. Schedule 13D SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 6, 2003 LIFE ENERGY & TECHNOLOGY HOLDINGS, INC. -------------------------------------- Registrant By: /s/ Christopher McCormack - --------------------------------------- Christopher McCormack, President and CEO EX-10 3 leti-8k_ex10aquit.txt ACQUITIONS SCH 13D Exhibit 10.2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* LIFE ENERGY & TECHNOLOGY HOLDINGS, INC. ---------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE ---------------------------------------- (Title of Class of Securities) 53184M108 -------------------- (CUSIP Number) Hartke & Hartke Law Officer Wayne Hartke, Esq. 7637 Leesburg Pike Suite #200 Falls Church, Va 22043 Phone (703-734-2810) ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 2003 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 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 the disclosures provided in a prior cover page. The information required in 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. 53184M108 - ---------------------------------------------------------------- 1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (entities only): DIAMOND RIDGE ADVISORS, INC. 65-1450-354 - ---------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - ----------------------------------------------------------------- 3) SEC Use Only - ----------------------------------------------------------------- 4) Sources of Funds (See Instructions): 00 - ----------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ----------------------------------------------------------------- 6) Citizenship or Place of Organization: NORTH CAROLINA Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 6,559,914 (1) Owned by Each Report- (9) Sole Dispositive Power 0 ing Person With (10) Shared Dispositive Power 6,559,914 (1) - ----------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,559,914 (1) - ----------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ----------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 20% (1) (2) - ----------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - ----------------------------------------------------------------- CUSIP No. 53184M108 - ---------------------------------------------------------------- 1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (entities only): DIAMOND RIDGE ADVISORS, INC. 65-1450-354 (3) - ---------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - ----------------------------------------------------------------- 3) SEC Use Only - ----------------------------------------------------------------- 4) Sources of Funds (See Instructions): 00 - ----------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ----------------------------------------------------------------- 6) Citizenship or Place of Organization: NORTH CAROLINA Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 6,559,914 (1) Owned by Each Report- (9) Sole Dispositive Power 0 ing Person With (10) Shared Dispositive Power 6,559,914 (1) - ----------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,559,914 (1) - ----------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ----------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 20% (1) (2) - ----------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - ----------------------------------------------------------------- CUSIP No. 53184M108 - ---------------------------------------------------------------- 1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (entities only): KENT W. TRUMBLE (4) - ---------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - ----------------------------------------------------------------- 3) SEC Use Only - ----------------------------------------------------------------- 4) Sources of Funds (See Instructions): 00 - ----------------------------------------------------------------- 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 (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 6,559,914 (1) Owned by Each Report- (9) Sole Dispositive Power 0 ing Person With (10) Shared Dispositive Power 6,559,914 (1) - ----------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,559,914 (1) - ----------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ----------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 20% (1) (2) - ----------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - ----------------------------------------------------------------- (1) Beneficial Ownership of 6,559,914 shares of Common Stock reported hereunder is so being reported solely as a result of the acquisition of shares acquired through a subscription agreement based on a purchase price of $1.50 a share. (2) The 6,559,914 shares indicated represent 20% of the sum of (a) the outstanding shares of Common Stock of the Issuer as of February 28, 200303 as reported, by the Life Energy & Technology Holdings, Inc a Delaware Corporation the (`Issuer") in its Quarterly Report on Form 10-Q for the period ended February 28, 2003 plus shares that were issued by the Issuer from February 28, 2003 through July 7, 2003. (3) Solely in its capacity as the investment manager of Diamond Ridge Advisors, Inc. (4) Solely in his capacity as the Chief Executive Officer of Diamond Ridge Advisors, Inc. ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $0.001 per share (the "Common Stock"), of the Issuer. The Issuer's principal executive office is located at 2005 Beechgrove Place, Utica, New York 13501. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Diamond Ridge Advisors, Inc , a corporation formed under the laws of the North Carolina ("Diamond"); Diamond Ridge Advisors Inc., a North Carolina corporation (the "Investment Manager"); and Kent W. Trumble, the "Reporting Persons"). Diamond's principal business is the investment in the securities of private and public companies. The principal business address of Diamond is 154 Andrea Lane, Blowing Rock, North Carolina 28605. Kent W. Trumble is a Chief Executive Officer of Diamond. The present principal occupation is Chief Executive officer of Diamond. The Chief Executive Officer's principal function is the management of the investment and reinvestment of Diamond's assets. Mr. Trumble principal occupation is as the principal officer responsible for such investment activities. None of the persons or entities named in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons or entities named in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Kent W. Trumble is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 16, 2003, the Issuer entered into a securities purchase agreement with Diamond ("Subscription Agreement"), pursuant to which, (1) Diamond purchased under a the Subscription Agreement 6,599,914 shares of common stock price at $1.50 for a total price of $9,839,871. The Shares sold hereby shall have Pre-Emptive rights for a period of 5 years from the date of this Subscription Agreement, most specifically the Company represents, agrees and warrants to offer during such 5 year period to the owner of the Shares the right to purchase that number of shares to maintain its proportion interest in the Company as exists as of the date of Subscription Agreement. Diamond has an agreement to fund under a loan agreement either directly or indirectly through a joint venture biospheres processing system placed in the United States. Diamond has a first right of refusal under this loan agreement for the Issuer in addition to the share purchase agreement. ITEM 4. PURPOSE OF TRANSACTION. The securities covered by this statement were acquired by the Reporting Persons for investment purposes. However, the Reporting Persons intend to closely monitor the operations of the Issuer, and will continue to evaluate the investment in the securities covered by this statement based on the Issuer's financial conditions, results of operations. In particular, the Reporting Persons may, at any time and from time to time acquire additional shares of Common Stock. Except as described in this Item 4 or elsewhere in this Schedule 13D, the Reporting Persons currently have no plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Because Kent W. Trumble is the Chief Executive Officer with regard to Diamond's assets, the Investment Manager may be deemed to beneficially own the shares of Common Stock beneficially owned by Diamond. Because Kent W. Trumble is a stockholder of Diamond, he may be deemed to beneficially own the shares of Common Stock deemed beneficially owned by the Investment Manager. Kent W. Trumbul disclaims beneficial ownership of the Common Stock beneficially owned by Diamond except to the extent of their actual individual pecuniary interest therein. Based upon the information contained in the Issuer's Form 10-Q for the quarter ended February 28, 2003 that there were 19,841,893 shares of Common Stock issued and outstanding as of February 28, 2003 in addition the company issued an additional 6,297,762 for a total of 26,239,655, each Reporting Person owns or may be deemed to own 20% of the outstanding shares of Common Stock. Except as set forth above, none of the Reporting Persons beneficially owns any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in Items 3 and Item 5 of this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or Losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not Applicable. 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: August 4, 2003 DIAMOND RIDGE ADVISORS, Inc. By: DIAMOND RIDGE ADVISORS, INC. By: /s/ Kent W. Trumble ---------------------------- Kent W. Trumble Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----