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SECURITIES
AND EXCHANGE COMMISSION
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Under
the Securities Exchange Act of 1934 (Amendment
No. ____)*
Energy
Composites Corporation
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
29269B
100
Dean
M. Smurthwaite
Fay
M. Matsukage
455
Sherman Street, Suite 300
Denver,
Colorado 80203
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 Rule 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).
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CUSIP
No.
29269B
100
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1.
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Names
of Reporting Persons.
Jamie
L. Mancl
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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)
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ý
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(b)
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¨
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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)
SC
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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)
o
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6.
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Citizenship
or Place of Organization
UNITED
STATES
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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
-0-
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8.
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Shared
Voting
Power
24,000,000
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9.
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Sole
Dispositive
Power
-0-
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10.
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Shared
Dispositive
Power
24,000,000
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
24,000,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
60.0%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
29269B
100
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1.
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Names
of Reporting Persons.
Jennifer
L. Mancl
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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)
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ý
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(b)
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¨
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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)
SC
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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)
o
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6.
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Citizenship
or Place of Organization
UNITED
STATES
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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
-0-
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8.
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Shared
Voting
Power
24,000,000
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9.
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Sole
Dispositive
Power
-0-
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10.
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Shared
Dispositive
Power
24,000,000
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
24,000,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
60.0%
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14.
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Type
of Reporting Person (See Instructions)
IN
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Item
1. Security and Issuer
This
Schedule 13D relates to the common stock, $0.001 par value per share (the “
Common Stock
”), of
Energy Composites Corporation (the “
Company
”). The
Company’s principal executive offices are located at 4400 Commerce Drive,
Wisconsin Rapids, Wisconsin 54494.
Item
2. Identity and Background
This
schedule is filed by Jamie Mancl and Jennifer Mancl (the “
Mancls
”). The
Mancls reside in Wisconsin.
The
address of the principal business and principal office of the Mancls is 4400
Commerce Drive, Wisconsin Rapids, Wisconsin 54494.
Mr.
Mancl’s principal occupation is serving as the President and a director of the
Company. Mrs. Mancl’s principal occupation is serving as a
vice-president and a director of the Company.
During
the last five years, the Mancls have not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) and have not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which a judgment, decree, or final order
has been issued enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other
Consideration
On
October 14, 2008, pursuant to a Share Exchange Agreement dated as of July 26,
2008 by and among the Company, Advanced Fiberglass Technologies, Inc. ("AFT"),
Jamie Lee Mancl, Jennifer Lynn Mancl and Integritas, Inc., the Mancls acquired
24,000,000 shares of Common Stock from the Company in exchange for all of the
Mancls’ common shares of AFT.
Except as
disclosed above, there have been no acquisitions or dispositions of the
Company’s common shares made by the Mancls during the last 60 days.
Item
4. Purpose of Transaction.
(a) The
Mancls acquired their shares of Common Stock for investment purposes and in the
ordinary course of business. The Mancls may acquire additional
securities of the Company or dispose of securities of the Company at any time
and from time to time in the open market or otherwise.
The
Company has conducted a private placement of convertible debentures and warrants
to raise additional funds for the development of the Company’s business
plans. The holders of the convertible debentures and warrants can
convert and/or exercise, as the case may be, these instruments into shares of
the Company’s Common Stock pursuant to the terms of those
instruments. As members of the Company’s Board of Directors, the
Mancls were involved in the decision to offer the Company’s securities in the
private placement.
The
Company has a stock incentive plan whereby the Company can issue securities,
including Common Stock, to the Mancls in their capacity as officers and
directors of the Company. Currently, the Mancls have not received any
awards pursuant to the plan. The Mancls are not prohibited from
receiving such awards under the plan in the future.
The
Mancls have no other current plans for the acquisition or disposition of the
Company’s securities.
Except
for transactions in their capacity as officers and directors of the
Company, the Mancls have no other present plans or proposals which relate to or
would result in:
(b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any subsidiary thereof;
(c) a
sale or transfer of a material amount of assets of the Company or any subsidiary
thereof;
(d) any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) any
material change in the present capitalization or dividend policy of the
Company;
(f) any
other material change in the Company’s business or corporate
structure;
(g) changes
in the Company’s charter or bylaws, or instruments corresponding thereto, or
other actions which may impede the acquisition of control of the Company by any
person;
(h) causing
a class of securities of the Company to be delisted from a national stock
exchange or to cease to be authorized to be quoted on NASDAQ;
(i) a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act;
or
(j) any
action similar to any of those enumerated above.
Notwithstanding
the foregoing, the Mancls will continue to review their investment in the
Company and reserve the right to change their intentions with respect to any or
all such matters.
Item
5. Interest in Securities of the Issuer.
(a) As
of October 14, 2008, the Mancls beneficially owned 24,000,000 shares of Common
Stock (60% of shares outstanding based upon 40,000,000 shares outstanding as of
October 14, 2008). The Mancls’ beneficial ownership consists of
24,000,000 shares of Common Stock owned of record jointly by them.
(b) As
of October 14, 2008, the Mancls share the power to vote or direct the vote and
to dispose or direct the disposition of 24,000,000 shares of Common Stock
beneficially owned by the Mancls.
(c) During
the last 60 days, the Mancls did not have any transactions in the shares of the
Company, other than as described above in Item 3. See “Item 3. Source
and Amount of Funds or Other Consideration.”
(d) No
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities held by the
Mancls.
(e) As
of October 14, 2008, the Mancls continue to be the beneficial owner of more than
5% of the class of securities.
Item
6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item
7. Material to Be Filed as Exhibits
Joint
Acquisition Statement dated as of October 14, 2008.
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.
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October
14, 2008
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/s/
Jamie Mancl
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Date
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Signature
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Jamie
Mancl, individually
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Name/Title
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October
14, 2008
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/s/
Jennifer Mancl
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Date
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Signature
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Jennifer
Mancl, individually
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Name/Title
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JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13D-(k)(1)
THIS AGREEMENT
is entered into
this 14th day of October, 2008 by and between Jamie Mancl and Jennifer Mancl,
herein collectively referred to as the “parties”.
WHEREAS
, the parties hereto
may be deemed to be the direct or indirect beneficial owners of the same equity
securities for the purpose of the reporting requirements of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and
WHEREAS
, the regulations
promulgated under Section 13(d) of the Exchange Act permit the joining of such
beneficial owners in the filing of a single Joint Acquisition Statement
reporting such ownership to the Securities and Exchange Commission.
NOW, THEREFORE
, in
consideration of the mutual covenants herein contained, and each of the parties
hereto intending to be legally bound, it is agreed as follows:
1. The
undersigned acknowledge and agree that the statement made on Schedule 13D is
filed on behalf of each of the parties and that all subsequent amendments to the
statement on Schedule 13D shall be filed on behalf of each of the parties
without the necessity of filing additional joint acquisition
statements.
2. The
parties acknowledge that each shall be responsible for the timely filing of
statements made on Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such party, but shall
not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that such party
knows or has reason to believe that such information is inaccurate.
3. The
parties consent to the inclusion of a copy of this agreement as an exhibit to
any statement made on behalf of any of them.
IN WITNESS WHEREOF
, the
parties hereto have executed this agreement as of the date set forth
herein.
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October
14, 2008
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/s/
Jamie Mancl
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Date
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Signature
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Jamie
Mancl, individually
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Name/Title
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October
14, 2008
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/s/
Jennifer Mancl
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Date
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Signature
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Jennifer
Mancl, individually
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Name/Title
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