content: <PAGE> 1
                        SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C.  20549
  
  
  
                                     Form 8-K
  
  
  
                                  CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                  June 30, 2000
                 -------------------------------------------------
                 (Date of Report: Date of earliest event reported)
  
  
                           INDUSTRIAL ECOSYSTEMS, INC.
  
        (Exact name of registrant as specified in its charter)
  
  
            UTAH                     0-29838               94-3200034
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
  
  
                2040 West Broadway, Bloomfield, New Mexico  87413
           -------------------------------------------------------------
                      (Address of principal executive office)
  
  
  
  Registrant's telephone number, including area code: (505)  632-1786
                                                      --------------
  
  
  
  
  
  
  
  
  
  
  
  
  
                      
  <PAGE>
  <PAGE> 2
                           ITEM 5. OTHER EVENTS
  
  On June 30, 2000 (the "Effective Date"), Industrial Ecosystems, Inc., (the
  "Company") signed an Agreement of Merger with ROP Merger Corp., a Missouri
  corporation, in order to accomplish the transactions contemplated in a Rights
  Agreement dated December 31, 1998, wherein JFJ Ecosystems, LLC ("JFJ"), the
  Company's joint venture partner, had the right on or prior to December 31,
  2000 to sell its 50% membership interest in the joint venture, ROP North
  America, LLC (the "JV") to the Company through a share exchange, wherein the
  Company would issue to JFJ shares of the Company's restricted Common Stock in
  exchange for JFJ's membership interest in the JV (the "Sale Rights").  On
  January 26, 2000, JFJ gave the Company written notice of its intent to
  exercise its Sale Rights.
  
  In consideration for JFJ exercising its Sale Rights, JFJ received a total of
  17,107,408 shares of the Company's Common Stock, plus an option to acquire an
  additional 2,261,334 shares of Common Stock at an exercise price of $0.09 per
  share, the five day trailing average of the Company's stock prior to the
  Effective Date.
  
  In exchange for the shares and options:
  
   1. The Company received all of JFJ's interest in the JV, and the resulting
  wholly-owned subsidiary was merged into the Company;
  
   2. JFJ converted its loan of $750,000 and accrued interest (advanced to the
  Company in connection with the Rights Agreement); and
  
   3. JFJ converted an additional $57,695 in principal and interest loaned to
  the JV.
  
  The Agreement of Merger also provided for the issuance of 1,592,522 shares to
  John P. Crowe, an affiliate of the Company and a principal of JFJ, in
  settlement of a total of $191,550 in principal and interest loaned to the JV.
  
  Prior to the Effective Date, the Company had 45,900,683 shares issued and
  outstanding.  Following the Effective Date the Company had 64,600,613 shares
  issued and outstanding.  The beneficial ownership following the Effective Date
  for JFJ and John P. Crowe appears in the following table.
  
                                                       % of Class
                                                       Assuming the
                                       Beneficial      Exercise of Individual
  Class   Name and Address             Ownership       Options or Warrants
  ------  ----------------           ----------------  ----------------------
  Common  JFJ Ecosystems, LLC          19,368,742 (1)      28.97 (2)
          1015 West 54th Street
          Kansas City, MO 64112
  
  Common  John P. Crowe                31,449,581 (3)      48.08 (4)
          1015 West 54th Street
          Kansas City, MO 64112
  
  (1) Represents 17,107,408 shares and 2,261,334 options to purchase shares at
  an exercise price of $0.09 per share exercisable through 6/30/05.
  
  (2) Assumes the exercise of JFJ's options and the concomitant increase in the
  number of shares issued and outstanding
  
  <PAGE>
  <PAGE> 3
  
  (3) Represents 8,844,411 shares and 4,500,000 warrants for shares held by John
  P. Crowe, 833,333 shares held by Four C's Development, LLC, an entity
  controlled by John P. Crowe, plus the shares and options issued to JFJ
  Ecosystems, LLC, of which John Crowe may be deemed to have indirect beneficial
  ownership because he is a principal Member and Manager of JFJ.
  
  (4) Assumes the exercise of JFJ's options and John Crowe's warrants and the
  concomitant increase in the number of shares issued and outstanding.
  
  The Rights Agreement and the essential provisions of the transaction were
  approved by the Company's shareholders at a Special Meeting of Shareholders
  called for that purpose on April 19, 1999.  Details of the Rights Agreement
  and the provisions under which JFJ exercised its Sale Rights are included in
  the Company's annual report on Form 10KSB for the period ended December 31,
  1999, filed with the Securities and Exchange Commission on April 12, 2000.
  
  The complete Agreement of Merger, which details the share and option issuances
  outlined above, is included as an Exhibit to this filing.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND
  EXHIBITS
  
  (a)(1)  Financial Statements of Business Acquired.
  
       The financial statements required be to filed pursuant to this
  subsection will be supplied when available, but not later than 60 days from
  the date of this filing.
  
  (b)(1)  Pro Forma Financial Statements.
  
       The pro forma financial statements required be to filed pursuant to this
  subsection will be supplied when available, but not later than 60 days from
  the date of this filing.
  
  (c)  Exhibits.  The following exhibits are included as part of this report:
  
              SEC
  Exhibit     Reference
  Number      Number      Title of Document                        Location
  -------     ---------   -----------------                        --------
    1          2.01       Agreement of Merger                   This Filing
                          dated June 30, 2000
  
  
                              SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunder duly authorized.
  
                                           INDUSTRIAL ECOSYSTEMS, INC.
  
  
  
  Date:     July 14, 2000                      /S/Tom Jarnagin, President
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metadata_filer: {"company-data": {"conformed-name": "INDUSTRIAL ECOSYSTEMS INC", "cik": "0000930764", "assigned-sic": "4955", "irs-number": "943200034", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29838", "film-number": "672635"}, "business-address": {"street1": "2040 WEST BROADWAY", "street2": "STE 10", "city": "BLOOMFIELD", "state": "NM", "zip": "87413", "phone": "505-632-17"}, "mail-address": {"street1": "450 DONDEE WAY", "street2": "STE 10", "city": "PACIFICA", "state": "CA", "zip": "94044"}}
text: 1
                        SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C.  20549
  
                                     Form 8-K
  
                                  CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                  June 30, 2000
                 -------------------------------------------------
                 (Date of Report: Date of earliest event reported)
  
                           INDUSTRIAL ECOSYSTEMS, INC.
  
        (Exact name of registrant as specified in its charter)
  
            UTAH                     0-29838               94-3200034
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
                2040 West Broadway, Bloomfield, New Mexico  87413
           -------------------------------------------------------------
                      (Address of principal executive office)
  
  Registrant's telephone number, including area code: (505)  632-1786
                                                      --------------
  2
                           ITEM 5. OTHER EVENTS
  
  On June 30, 2000 (the "Effective Date"), Industrial Ecosystems, Inc., (the
  "Company") signed an Agreement of Merger with ROP Merger Corp., a Missouri
  corporation, in order to accomplish the transactions contemplated in a Rights
  Agreement dated December 31, 1998, wherein JFJ Ecosystems, LLC ("JFJ"), the
  Company's joint venture partner, had the right on or prior to December 31,
  2000 to sell its 50% membership interest in the joint venture, ROP North
  America, LLC (the "JV") to the Company through a share exchange, wherein the
  Company would issue to JFJ shares of the Company's restricted Common Stock in
  exchange for JFJ's membership interest in the JV (the "Sale Rights").  On
  January 26, 2000, JFJ gave the Company written notice of its intent to
  exercise its Sale Rights.
  
  In consideration for JFJ exercising its Sale Rights, JFJ received a total of
  17,107,408 shares of the Company's Common Stock, plus an option to acquire an
  additional 2,261,334 shares of Common Stock at an exercise price of $0.09 per
  share, the five day trailing average of the Company's stock prior to the
  Effective Date.
  
  In exchange for the shares and options:
  
   1. The Company received all of JFJ's interest in the JV, and the resulting
  wholly-owned subsidiary was merged into the Company;
  
   2. JFJ converted its loan of $750,000 and accrued interest (advanced to the
  Company in connection with the Rights Agreement); and
  
   3. JFJ converted an additional $57,695 in principal and interest loaned to
  the JV.
  
  The Agreement of Merger also provided for the issuance of 1,592,522 shares to
  John P. Crowe, an affiliate of the Company and a principal of JFJ, in
  settlement of a total of $191,550 in principal and interest loaned to the JV.
  
  Prior to the Effective Date, the Company had 45,900,683 shares issued and
  outstanding.  Following the Effective Date the Company had 64,600,613 shares
  issued and outstanding.  The beneficial ownership following the Effective Date
  for JFJ and John P. Crowe appears in the following table.
  
                                                       % of Class
                                                       Assuming the
                                       Beneficial      Exercise of Individual
  Class   Name and Address             Ownership       Options or Warrants
  ------  ----------------           ----------------  ----------------------
  Common  JFJ Ecosystems, LLC          19,368,742 (1)      28.97 (2)
          1015 West 54th Street
          Kansas City, MO 64112
  
  Common  John P. Crowe                31,449,581 (3)      48.08 (4)
          1015 West 54th Street
          Kansas City, MO 64112
  
  (1) Represents 17,107,408 shares and 2,261,334 options to purchase shares at
  an exercise price of $0.09 per share exercisable through 6/30/05.
  
  (2) Assumes the exercise of JFJ's options and the concomitant increase in the
  number of shares issued and outstanding
  3
  
  (3) Represents 8,844,411 shares and 4,500,000 warrants for shares held by John
  P. Crowe, 833,333 shares held by Four C's Development, LLC, an entity
  controlled by John P. Crowe, plus the shares and options issued to JFJ
  Ecosystems, LLC, of which John Crowe may be deemed to have indirect beneficial
  ownership because he is a principal Member and Manager of JFJ.
  
  (4) Assumes the exercise of JFJ's options and John Crowe's warrants and the
  concomitant increase in the number of shares issued and outstanding.
  
  The Rights Agreement and the essential provisions of the transaction were
  approved by the Company's shareholders at a Special Meeting of Shareholders
  called for that purpose on April 19, 1999.  Details of the Rights Agreement
  and the provisions under which JFJ exercised its Sale Rights are included in
  the Company's annual report on Form 10KSB for the period ended December 31,
  1999, filed with the Securities and Exchange Commission on April 12, 2000.
  
  The complete Agreement of Merger, which details the share and option issuances
  outlined above, is included as an Exhibit to this filing.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND
  EXHIBITS
  
  (a)(1)  Financial Statements of Business Acquired.
  
       The financial statements required be to filed pursuant to this
  subsection will be supplied when available, but not later than 60 days from
  the date of this filing.
  
  (b)(1)  Pro Forma Financial Statements.
  
       The pro forma financial statements required be to filed pursuant to this
  subsection will be supplied when available, but not later than 60 days from
  the date of this filing.
  
  (c)  Exhibits.  The following exhibits are included as part of this report:
  
              SEC
  Exhibit     Reference
  Number      Number      Title of Document                        Location
  -------     ---------   -----------------                        --------
    1          2.01       Agreement of Merger                   This Filing
                          dated June 30, 2000
  
                              SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunder duly authorized.
  
                                           INDUSTRIAL ECOSYSTEMS, INC.
  
  Date:     July 14, 2000                      /S/Tom Jarnagin, President