Item 1.01 Entry into a Material Definitive Agreement.





On August 23, 2022 Enviro Technologies U.S., Inc. (the "Company" or "Enviro")
entered into a Share Exchange Agreement (the "Agreement") with Banner Midstream
Corp., a Delaware corporation ("Banner Midstream") and Ecoark Holdings, Inc., a
Nevada corporation ("Ecoark") and the sole shareholder of Banner Midstream. The
Agreement provides that, upon the terms and subject to the conditions set forth
therein, the Company shall acquire all of the capital stock of Banner Midstream
owned by Ecoark, which represents 100% of the issued and outstanding shares of
Banner Midstream in exchange for 12,996,958 shares of the Company's common stock
(the "Exchange"). Upon closing of the Agreement Banner Midstream will continue
as a wholly-owned subsidiary of the Company.



Banner Midstream, through its wholly owned subsidiary Pinnacle Frac Transport
LLC, provides transportation of frac sand and logistics services to major
hydraulic fracturing and drilling operations. Its transportation services entail
using third party drivers who assist in transporting sand and related materials
to customers' locations for the customers' hydraulic fracturing, or fracking.
The logistics services Pinnacle Frac provides for its customers' fracking and
drilling enterprises, include the operation of a 24/7 dispatch service center
based in Texas through which it dispatches the trucks for hauling frac sand and
related equipment. Pinnacle Frac uses independent third party owner-operators of
trucks to service its customers in their fracking operations by transporting
materials, mainly frac sand. Banner Midstream's transportation and logistics
services operations are primarily centered in the Southern United States,
although it also occasionally services fracking operations in the Northeastern
United States.



Subject to the terms of the Agreement the closing (the "Closing") shall take
place on or before September 9, 2022, subject to the satisfaction or waiver of
the conditions to closing of the Agreement (the "Closing Date"). At the Closing,
the Board of Directors of Enviro shall fix the number of directors of Enviro at
four and shall appoint two individuals designated by Banner Midstream to serve
on the Board of Directors. As such time as Enviro complies with Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, the two current
Enviro directors shall resign. Immediately prior to the Closing, John A.
DiBella, the sole officer of Enviro shall have tendered his resignation as the
sole officer of Enviro, and the Board of Directors of Enviro shall appoint Jim
Galla as Enviro's Chief Executive Officer and Chief Financial Officer as well as
such other officers as Banner Midstream shall designate, effective upon the
Closing. Jim Gallo currently serves as Chief Accounting Officer of Ecoark. Jay
Puchir, the Chief Financial Officer of Ecoark, currently serves as Chief
Executive Officer and President of Banner Midstream. Immediately following the
Closing Ecoark will own approximately 70% of the issued and outstanding shares
of Enviro common stock.




The Agreement contains customary representations and warranties, customary
covenants and conditions to closing and additional conditions to closing,
including (i) Banner Midstream shall have satisfied all Enviro third party
long-term liabilities at or before Closing and shall have at least $500,000 in
cash in its bank accounts at Closing, subject to the exclusive control of Banner
Midstream; and (ii) all intercompany balances owed by Banner Midstream to Ecoark
shall have been eliminated. At or prior to the Closing, Banner Midstream shall
have delivered to Enviro its unaudited financial statements for the: (i) year
ended December 31, 2021 and 2020 and (ii) three and six month period ended June
30, 2022 and 2021, which shall have been prepared in compliance with generally
accepted accounting principles in the U.S.



Furthermore, pursuant to the Agreement (i) on August 23, 2022, Enviro issued
John A. DiBella and Raynard Veldman 6% unsecured convertible promissory notes in
the principal amount of $815,565 and $90,000, respectively, convertible at the
option of the holder at $0.06 per share, with a maturity date of 12 months from
the Closing Date in satisfaction all of their accrued payroll and Mr. Veldman's
advances to Enviro (the "Payroll Notes"), and (ii) at the Closing Enviro shall
issue John A. DiBella a 6% unsecured promissory note in the principal amount of
$139,000, with a maturity date of three months from the Closing Date in
satisfaction of Mr. DiBella's advances to Enviro.



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There is no assurance the parties will complete the Agreement. Any party
terminating the Agreement prior to Closing without the consent of the other
party, in the event the failure to consummate the Exchange is solely due to the
action or failure to act of such party seeking to terminate the Agreement, shall
reimburse the other party the sum of $50,000.



The foregoing description of the Exchange and the Agreement and the related
transactions does not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, which is filed as Exhibit 2.1 to
this report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.





The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 2.03. The description of the Payroll Notes does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Payroll Notes, which are filed as Exhibit 10.1 and Exhibit 10.2 to this report.


Item 3.02  Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.





The issuances of the Payroll Notes described above are exempt from registration
under Section 4(a)(2) as promulgated by the Securities and Exchange Commission
under of the Securities Act of 1933, as amended, as transactions by an issuer
not involving any public offering.

Item 7.01 Regulation FD Disclosure.





On August 23, 2022, Ecoark and the Company issued a press release announcing the
signing of the Agreement. A copy of this press release is furnished as Exhibit
99.1 to this report. Pursuant to General Instruction B.2 of Form 8-K, the
information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise be subject to the liabilities of
that section, nor is it incorporated by reference into any filing of the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether
made before or after the date hereof, regardless of any general incorporation
language in such filing.


Item 9.01  Financial Statement and Exhibits.



(d)    Exhibits.




                                                                   Incorporated by Reference          Filed or
                                                                                                      Furnished
No.                      Exhibit Description                   Form

Date Filed Number Herewith


  2.1        Share Exchange Agreement dated August 23, 2022                                             Filed
           by and among Enviro Technologies U.S., Inc.,
           Banner Midstream Corp. and Ecoark Holdings,
           Inc.*
  10.1       6% Unsecured Convertible Promissory Note dated                                             Filed
           August 23, 2022 payable to John A. DiBella
  10.2       6% Unsecured Convertible Promissory Note dated                                             Filed
           August 23, 2022 payable to Raynard Veldman.
  99.1       Press release dated August 23, 2022                                                      Furnished
104        Cover Page Interactive Data File (embedded
           within the Inline XBRL document)

* Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

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