U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington,
                                   D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: November 5, 2004



                           ECOLOCLEAN INDUSTRIES, INC.
             (Exact Name of registrant as specified in its Charter)




         Nevada                         0-33481                    65-1060612 
------------------------          -------------------         ------------------
(State of Incorporation)          Commission File No.         Fed. Taxpayer I.D.


2242 South Highway 83, Crystal City, TX                             78839     
----------------------------------------                      ------------------
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, (   830   )       374       -     9100    
                               -----------  -------------     ----------





                     (Registrant's former name and address)



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 below:

[_]  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 (17CFR 240-14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240-13e-4(c))





ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         On October 27, 2004, we authorized the issuance of common shares to the
following persons:

         1.       C. Mark Richard 25,000 shares;
         2.       Charles C. Horton, Sr. 25,000 shares;
         3.       Thomas E. Roberts 25,000 shares;
         4.       Glenn M. Hebert 25,000 shares.

Each of the above transactions were valued at $5,625.


On November 3, 2004,  we  authorized  the  issuance of 25,000  common  shares to
Charles C. Horton, Jr. The transaction was valued at $4,375.

On September 22, 2004, we issued  1,000,000 common shares to G. Wilson for legal
services retainer valued at $77,500.

         We relied  on  Section  4(2) as the  securities  transaction  exemption
afforded  by the  Securities  Act of 1933,  as  amended.  These  are  restricted
securities and may not be publicly  resold without  registration or an exemption
from registration.

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.


                                                     ECOLOCLEAN INDUSTRIES, INC.

Dated: November 5, 2004

                                                      /s/ Royis Ward 
                                                     ---------------------------
                                                     By: Royis Ward
                                                     Title: President