SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July
25, 2014 (July 23, 2014)
ENERGY PUMPS, INC.
(Exact name of registrant as specified in its
|(State or Other Jurisdiction
112 North Curry Street
Carson City, Nevada 89703
(Address of principal executive offices, including
(Registrant’s telephone number, including
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
ITEM 1.01 - Entry into
a Material Definitive Agreement.
On or about July 24, 2014, Eco Energy Pumps,
Inc. (the “Company”) entered into a Reorganization Agreement (the “Agreement”) with Silent Canyon Productions,
also known as Laguna Productions, a Nevada corporation (“Laguna”) for the exchange of all of the issued and outstanding
shares of Laguna (the “Laguna Shares”). The Laguna Shares shall be exchanged for 48,000,000 fully paid non-assessable
shares of the Company or 80% of the issued and outstanding shares of the Company.
The closing of the Agreement is conditioned
upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding
shares of the Company being limited to 65,000,000 shares of common stock post-closing. Following the closing of the
Agreement we intend to continue the Company’s and Laguna’s historical businesses and proposed businesses. Our historical
business and operations will continue independently through a newly formed wholly owned subsidiary.
Both our CUSIP number and our trading symbol
for our common stock which trades on the OTCPK Tier of the OTC Markets, Inc. will change as a result of the name change contemplated
by the Agreement. We are in the process of submitting the notification and certain other information to the Financial
Information Regulatory Association, Inc. (“FINRA”) to process the name change and symbol change. The name change
and a new CUSIP number will be announced upon effectiveness as announced by FINRA. At such time as we are assigned
a new trading symbol, we will make a subsequent announcement.
There will be no mandatory exchange of stock
certificates. Following the name change the share certificates which reflect our prior name will continue to be valid. Certificates
reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer
to our transfer agent, West Coast Stock Transfer, Inc., telephone 619-664-4780.
The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by the Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1 which is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On July 23, 2014, by written consent of the
majority shareholders representing 89.98% of the issued and outstanding common stock of the Company (the “Majority Shareholders”),
John David Palmer was removed from all positions with the Company, including but not limited to, that of President, Chief Executive
Officer, Treasurer, Secretary and Director. The removal was not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
On July 23, 2014, the Majority Shareholders
appointed Matthew J. Zouvas as the Company’s President, Chief Executive Officer, Treasurer, Secretary and Chairman of the
Board of Directors.
The biography for Mr. Zouvas is set forth below:
MATTHEW J. ZOUVAS,
50, graduated from San Diego State University with a Bachelor of Arts and Science degree in 1993. In 1994, Mr.
Zouvas started his career in the healthcare market as an account manager responsible for soliciting turn-key solutions for products
and services within healthcare targeting end-users and governmental entities. In 1999, Mr. Zouvas was the Vice President
of Corporate Sales with Cashwave where he was responsible for developing national sales to key accounts, as well as for growing
distribution and marketing channels for Cashwave’s ATM machines. In 2002, Mr. Zouvas, along with a partner, started
Liberty Lead Source (“LLS”), where Mr. Zouvas was the vice president and director of sales. Mr. Zouvas was not an officer
or director of LLS, nor was he a shareholder. Liberty Lead Source acquired database leads that were then sold or licensed
to large on-line Mortgage and debt consolidation retailers and service providers. LLS ceased operations during April of 2006. From
November 2006 through February of 2007, Mr. Zouvas served as a member of the Board of Directors of Power-Save Energy Company, a
public company (PWSV) in the business of developing and selling products associated with saving electricity and alternative energy
products to the consumer market. Mr. Zouvas did not have any managerial or operational responsibilities nor did he have an ownership
position in Power-Save prior to or during his directorship at Power-Save. Since 2007, Mr. Zouvas has been working as a legal assistant
at Zouvas Law Group, P.C. Mr. Zouvas is a founder of Isabella’s Gift, a not-for-profit foundation that was established
to help raise money for the Rady Children’s Hospital in San Diego, California for children with cancer.
There is no family relationship
between Mr. Zouvas and any of the Company’s other directors or officers.
Related Party Transactions
There are no related party
transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
||The Reorganization Agreement dated as of July 24, 2014 by and between Silent Canyon Productions, Inc. and Eco Energy Pumps, Inc.|
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.
Date: July 25, 2014
||Eco Energy Pumps, Inc.|
Matthew J. Zouvas|
||Matthew J. Zouvas, Chief Executive Officer|