UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities ~~and~~ Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): November ~~August 22~~13, ~~2011~~2012

ECO ENERGY PUMPS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-158203	~~333~~26-~~158203~~3550371		~~26-3550371~~
(State or other jurisdiction		(Commission		(IRS Employer
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)		File Number)		Identification No.)
of Incorporation)	Number)	Identification Number)
112 North Curry Street, Carson City, Nevada			89703
(Address of principal executive offices)			(Zip Code)

~~Registrant’s~~112 ~~telephone~~North ~~number,~~Curry ~~including area code: (775) 284-3713~~Street

Carson City, Nevada 89703

(Address of principal executive offices, including zip code)

(775) 284-3713

(Registrant’s telephone number, including area code)

Copies to:

Peter Campitiello, Esq.

~~Tarter~~Kane ~~Krinsky~~Kessler, ~~& Drogin LLP~~PC

1350 ~~Broadway~~Avenue of the Americas

New York, New York ~~10018~~10019

Tel: 212-~~216~~519-~~8085~~5109

Fax: 212-~~216~~245-~~8001~~3009

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 ~~(see General Instruction A.2. below)~~:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o 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.

¨	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))

On¨ ~~August~~Pre-commencement ~~22,~~communications ~~2011,~~pursuant ~~Eco~~to ~~Energy~~Rule ~~Pumps, Inc.~~ 13e-4(~~the “Company”~~c) ~~consummated into a Rescission and Exchange Agreement (“Rescission Agreement”) with DLT International Limited, a privately held corporation organized~~ under the ~~laws~~Exchange ofAct ~~the British Virgin Islands~~ (~~“DLT”),~~17 ~~KME~~CFR ~~Investments Group Limited, the principal shareholder of the Company~~ 240.13e-4(~~“KME”~~c)~~, and John David Palmer (the “Shareholder”, collectively with KME, DLT and the Company, the “Parties”~~)~~, whereby the Parties agreed to terminate and rescind that certain Securities Exchange Agreement (the “Exchange Agreement”), dated October 25, 2010.~~

~~The~~Item ~~Exchange~~1.01 ~~Agreement provided~~Item ~~that~~4.02 ~~the~~Entry ~~Company~~into ~~acquired~~a ~~all~~Material ofDefinitive ~~the outstanding capital stock of DLT (“Purchased Shares”) in exchange for an aggregate of 2,267,320 newly issued shares (the “Exchange Shares”) of the Company’s common stock, par value $0~~Agreement.~~001~~ per share (the “Common Stock”) issued to KME, DLT’s sole shareholder (the “Exchange”) and the Shareholder agreed to retire 9,300,000 shares of Common Stock (the “Retired Stock”), representing approximately ninetyNon-~~seven~~Reliance ~~percent~~on ~~(97%)~~Previously ofIssued ~~the~~Financial ~~issued~~Statements ~~and~~or ~~outstanding~~a ~~shares~~Related ofAudit ~~Common~~Report ~~Stock~~or atCompleted ~~the~~Interim ~~closing of the Exchange~~Review.

~~Pursuant~~On toAugust ~~the~~22, ~~Rescission Agreement~~2011, the ~~Parties~~Registrant ~~have~~consummated ~~agreed~~a toRescission ~~rescind~~and ~~the~~ Exchange Agreement ~~and~~(the ~~unwind~~“Rescission ~~the~~Agreement”) ~~transactions~~with ~~contemplated~~DLT inInternational asLimited, ifa ~~they~~privately ~~never~~held ~~occurred subject~~corporation organized under the ~~conditions~~laws ~~set~~of ~~forth~~the inBritish ~~Rescission~~Virgin ~~Agreement.~~ Islands (“DLT”), ~~returned~~KME Investments Group Limited, the ~~Exchanged~~principal ~~Shares~~shareholder toof the ~~Company~~Registrant (“KME”), and ~~the~~John ~~Company~~David ~~agreed~~Palmer to(the ~~re-issue~~“Shareholder”, ~~the~~collectively ~~Retired~~with ~~Stock~~KME, toDLT and the ~~Shareholder. In addition~~Registrant, the ~~Company’s~~“Parties”), ~~Board~~whereby ofthe ~~Directors~~Parties ~~resolved~~agreed to ~~discontinue~~terminate ~~the~~and ~~operations~~rescind ofthat ~~DLT~~certain asSecurities ofExchange ~~April~~Agreement ~~30,~~(the ~~2011. The~~“Exchange ~~Rescission~~ Agreement”), ~~contains~~dated ~~customary~~October ~~representations~~25, ~~warranties and covenants for like transactions~~2010.

The ~~foregoing~~Exchange ~~descriptions~~Agreement provided that the Registrant acquired all of the ~~above~~outstanding ~~referenced~~capital ~~agreement~~stock doof ~~not~~DLT ~~purport~~(“Purchased toShares”) bein ~~complete.~~exchange ~~For~~for an ~~understanding~~aggregate of ~~their~~2,267,320 ~~terms~~newly ~~and~~issued ~~provisions~~shares (the “Exchange Shares”) of the Registrant’s common stock, ~~reference~~par ~~should~~value be$0.001 ~~made~~per share (the “Common Stock”) issued to KME, DLT’s sole shareholder (the ~~agreements~~“Exchange”) ~~attached~~and asthe ~~Exhibits~~Shareholder ~~10.1~~agreed to ~~this~~retire ~~Current~~9,300,000 ~~Report~~shares onof ~~Form~~Common 8Stock (the “Retired Stock”) and re-Kissue the shares that were retired in the Exchange Agreement.

~~ITEM~~The 4Rescission was intended to void, ab initio, the Agreement, treating the Agreement as invalid from the outset.01 Accordingly, ~~Changes~~both inthe Registrant and DLT mutually agreed to release each other of all respective obligations under the Agreement. As a result of the Recession, DLT returned the Exchanged Shares to the Registrant and the Registrant agreed to re-issue the Retired Stock to the Shareholder. In addition, the Registrant’s ~~Certifying~~Board ~~Accounts~~of Directors resolved to discontinue the operations of DLT as of April 30, 2011.

OnAs ~~August~~a ~~25,~~result ~~2011,~~of the ~~Board~~Rescission ofand ~~Directors~~the ofevents prior thereto, the ~~Company~~Registrant ~~dismissed~~concluded ~~its~~that ~~independent~~the ~~registered~~previously ~~public~~issued ~~accounting~~financial ~~firm,~~statements ~~Albert~~contained ~~Wong~~in &the ~~Co.~~Registrant’s ~~(“Wong~~Form &8-K, ~~Co.”). None~~filed ofon ~~the~~October ~~reports~~26, of2010, ~~Wong~~and &as ~~Co.~~amended on ~~the~~December ~~Registrant’s~~2, ~~financial~~2010, ~~statements~~November ~~for~~7, ~~either~~2011 ofand April 11, 2011; the ~~past~~Registrant’s ~~two~~Quarterly ~~years~~Report ~~and~~on ~~the~~Form ~~interim~~10-Q for the period ~~from~~ended ~~October~~January 31, ~~2010,~~2011 ~~the~~and ~~date~~filed ofon ~~the~~March ~~last~~22, ~~audited~~2011; ~~financial~~and ~~statements,~~the ~~through~~Registrant’s ~~July~~Annual ~~31,~~Report ~~2011,~~on ~~contained~~Form an10-K ~~adverse~~for ~~opinion~~the orperiod ~~disclaimer~~ending ofOctober ~~opinion~~31, or2010 ~~was~~and ~~qualified~~filed orFebruary ~~modified~~14, as2011 toshould ~~uncertainty,~~no ~~audit~~longer ~~scope~~be orrelied ~~accounting~~upon ~~principles,~~because ~~except~~of ~~that~~ the ~~Company's~~treatment ~~audited~~of ~~financial~~the ~~statements~~Agreement ~~contained~~as ininvalid ~~its~~from ~~Form~~the ~~10-K~~outset. ~~for~~The ~~the~~Registrant ~~period~~intends ~~ended~~to ~~October~~restate ~~31,~~those ~~2010~~financial ~~contained~~statements ain ~~going concern~~order ~~qualification~~to inmake the ~~Company's~~ ~~audited~~necessary ~~financial~~accounting ~~statements~~adjustments.

~~During~~The ~~the~~Registrant ~~Company's~~will ~~most~~restate ~~recent fiscal years and~~ the ~~subsequent~~Financial ~~interim~~Statements ~~period~~to ~~through~~correct ~~August 25, 2011,~~ the ~~date~~errors ofnoted ~~dismissal,~~above ~~there~~and ~~were~~file noan ~~disagreements~~amendment ~~with Wong & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved~~ to the ~~satisfaction~~Form of8-K ~~Wong~~Quarterly &Report ~~Co.,~~and ~~would have caused it to make reference to~~ the ~~matter~~Annual inReport ~~connection~~ with ~~its reports. There were no "reportable events" in connection with its report on~~ the ~~Company’s~~Securities ~~financial~~and ~~statements~~Exchange Commission.

~~The~~Item ~~Company has made the contents of this Form 8-K available to Wong & Co~~4.01 ~~and~~Changes ~~requested~~in ~~Wong & Co. furnish a letter to the Commission as to whether they agrees or disagrees with, or wishes to clarify the Company'~~Registrant’s ~~expression~~Certifying ~~of their views~~Accounts. As of the date hereof, Wong & Co. has not responded to our requests to furnish a letter to the Commission. Upon receipt of such letter, the Company shall include same as an exhibit in an amendment to this Form 8-K/A as Exhibit 16.1 to such report.

~~Item~~On 5November 14, 2012, the Registrant engaged Li & Company, PC (“Li”) as its new independent certified public accounting firm to audit the Registrant’s financial statements commencing October 31, 2010.~~02.~~ ~~Departure~~Unless disclosed herein, during the two most recent years or any subsequent interim period prior to engaging Li, the Registrant did not consult such firm regarding either (i) the application of ~~Directors~~accounting principles to a specific completed or ~~Certain~~contemplated ~~Officers;~~transaction, ~~Election~~or the type of ~~Directors;~~audit ~~Appointment~~opinion that might be rendered on the Registrant’s financial statements or (ii) any matter that was either the subject of ~~Certain~~a ~~Officers;~~disagreement ~~Compensatory~~or ~~Arrangements~~event identified in response to (a)(1)(iv) of ~~Certain~~Item ~~Officers~~304 of Regulation S-K, or a reportable event as that term is used in Item 304(a)(1)(v) of Item 304 of Regulation S-K.

On July 22, 2011, Xiu Liang Zhang resigned as Chairman of the Board of Directors and President; Jun Liu resigned as a member of the Board of Directors and Chief Executive Officer; and Zheng Ying Li resigned as a member of the Board of Directors and Chief Financial Officer. On July 22, 2011, John David Palmer, in his capacity as the majority shareholder appointed himself to serve as Chairman of the board of directors. On the same date, in his capacity as sole member of the board of directors, John David Palmer appointed himself to serve as President, Chief Executive Officer, and Chief Financial Officer of the Company. Mr. Palmer has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of the Regulation S-K.

John David Palmer, 59, Chairman of the Board, President, Chief Executive Officer Chief Financial Officer

Mr. Palmer has over 25 years of sales, marketing and management experience in Information Technology, manufacturing and service industries. His strong business background was honed over the past 15 years in senior management positions.

As VP of Marketing for the past 6 years with Morgan and Associates, an accounting/consulting firm primarily involved in evaluating new business opportunities. Mr. Palmer has acquired extensive knowledge of new technologies in hydraulic mixing systems, Fuel Cell applications, solar and wind power generators, salt water pool chlorination systems, etc. Mr. Palmer advised new and existing technology companies on various investment options, from Seed Capital or Equity partners to Mezzanine financing. Numerous roll-up acquisition strategies were funded through the introduction to private equity firms whose focus was to pursue investments in mid market later stage companies with the goal of building value through opportune acquisitions.

From 1998 to 2001, Mr. Palmer was Director of Sales and Customer Service for NBS Technologies, a Visa and MasterCard certified manufacturer of credit and debit cards for Canadian banks, retail and various other financial institutions. Mr. Palmer inherited a sales team that had recently lost two reps in the prime markets of Toronto and Montreal and had a poor internal relationship with their production department. Mr. Palmer hired two senior sales reps to replace the individuals that had departed and joined the competition. Despite the time lost due to the hiring and training of new reps, revenue in the first year dropped by only 4% year over year. Revenue in the second year increased almost 15% with a renewed relationship with clients and internal departments.

From 1994 to 1998, Mr. Palmer held the dual role at Banyan Systems of Canadian Marketing Manager and Channel Manager. By hiring a new PR Agency and involvement in a rigorous trade show calendar, Banyan’s visibility in the Canadian end-user market was greatly enhanced, resulting in revenue increases of approximately 20% each year. Creating innovative programs for the channel partners in Canada and closely managing their training and on-going support solidified the solid relationship between Banyan and their channel partners.

From 1988 to 1994, Mr. Palmer was the Regional Sales Manager for C.Itoh Electronics, a Japanese printer/terminal manufacturer. By closely managing both regional and national accounts in Ontario, Mr. Palmer and his staff maintained revenue growth consistent with Senior Management’s expectations. Managing various co-op and MDF fund programs along with an aggressive trade-show campaign grew the base of resellers and solidified the relationship between the resellers and C.Itoh.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Rescission and Exchange Agreement, by and between Eco Energy Pumps, Inc., DLT International Limited, KME Investments Group Limited and John David Palmer

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, ~~Registrant~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Eco Energy Pumps, Inc.
	ECO ENERGY PUMPS, INC.
Date: September 8, 2011	By:	/s/ John David Palmer
Date: November 14, 2012	By:	/s/ John David Palmer
		Name: John David Palmer
		Title: President ,Chief Executive Officer and Chief Financial Officer
		Title: President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Rescission and Exchange Agreement, by and between Eco Energy Pumps, Inc., DLT International Limited, KME Investments Group Limited and John David Palmer

Filing Compare · Eco Energy Pumps, Inc.