As filed with the Securities and Exchange Commission on January 7, 2005
Registration Number: 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREENWORKS CORPORATION
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(Exact name of Registrant as specified in Charter)
Delaware 22-3328734
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(State of Incorporation) (I.R.S. Employer I.D. Number)
111 Howard Street, Suite 108, Mt. Arlington, NJ 07856
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(Address of Principal Executive Offices)
2005 EQUITY INCENTIVE PLAN
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(Full Title of Plan)
JAMES L. GRAINER
GreenWorks Corporation
111 Howard Street, Suite 108
Mt. Arlington, NJ 07856
(973) 398-8183
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
(718) 768-6045
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
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Common Stock, 2,000,000 shares $1.50 $3,000,000 $353.10
$.001 par
value
(1) This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend or similar capital
adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of the
registration fee and is the product resulting from multiplying 2,000,000
shares by $1.50, the closing price of shares of the Common Stock on the OTC
Bulletin Board on January 4, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
GreenWorks Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:
(a) GreenWorks' Current Report on Form 8-K dated September 24, 2004;
(b) GreenWorks' Current Report on Form 8-K dated October 27, 2004;
(c) GreenWorks' Current Report on Form 8-K dated November 17, 2004;
(d) GreenWorks' Current Report on Form 8-K dated December 27, 2004;
(e) the description of GreenWorks' Common Stock contained in its
Registration Statement on Form 10-SB (No. 000-28887).
GreenWorks is also incorporating by reference all documents
hereafter filed by GreenWorks pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Robert Brantl, Esq., counsel to GreenWorks, has passed upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of GreenWorks.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if such
party acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful as determined in accordance with the statute, and
except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not
indemnify unless a court determines that the person is fairly and
reasonably entitled to the indemnification. Section 145 further provides
that indemnification shall be provided if the party in question is
successful on the merits.
Our certificate of incorporation provides that members of our board
of directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law. Delaware corporate law permits a
Delaware corporation to eliminate the personal liability of its directors
for monetary damages for breach of fiduciary duty, except for breaches of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct, improper payment of dividends, or transactions in
which the director derived an improper personal benefit.
Our certificate of incorporation also provides that GreenWorks will
indemnify our directors and officers against liabilities arising from their
service as directors and officers to the fullest extent permitted by
Delaware corporate law. Insofar as indemnification for liabilities under
the Securities Act of 1933 may be permitted to our directors, officers or
controlling persons pursuant to the foregoing provision or otherwise, we
have been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
that Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 2005 Equity Incentive Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.
23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed
as Exhibit 5.
Item 9. Undertakings.
GreenWorks hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of GreenWorks pursuant to the provisions of the
Delaware General Corporation Law or otherwise, GreenWorks has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by GreenWorks of expenses
incurred or paid by a director, officer or controlling person of GreenWorks
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, GreenWorks will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
REOFFER PROSPECTUS
GREENWORKS CORPORATION
2,000,000 Shares of Common Stock
The shares are being offered by persons who are officers, directors
or otherwise control persons of GreenWorks Corporation. They acquired the
shares from GreenWorks, either as the recipients of grants of stock or by
exercising stock options issued to them by GreenWorks.
The selling shareholders intend to sell the shares into the public
market from time to time. The shareholders will negotiate with the market
makers for GreenWorks' common stock to determine the prices for each sale.
They expect each sale price to be near to the market price at the time of
the sale.
GreenWorks' common stock is listed for trading on the OTC Bulletin
Board under the trading symbol "GWRK.OB."
PURCHASE OF GREENWORKS COMMON STOCK INVOLVES SUBSTANTIAL RISK.
PLEASE SEE "RISK FACTORS," WHICH BEGINS ON PAGE 2.
Neither the Securities and Exchange Commission nor any state securi
ties commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to
the contrary is a criminal offense.
GreenWorks Corporation
111 Howard Street, Suite 108
Mt. Arlington, NJ 07856
973-398-8183
The date of this prospectus is January 6, 2005
TABLE OF CONTENTS
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . .-2-
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . .-6-
OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . .-6-
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . .-7-
RISK FACTORS
You should carefully consider the risks described below before buying
our common stock. If any of the risks described below actually occurs,
that event could cause the trading price of our common stock to decline,
and you could lose all or part of your investment.
I. RISKS ATTENDANT TO OUR BUSINESS
ENVIRO-SCIENCES HAS INCURRED SUBSTANTIAL LOSSES DURING THE
PAST THREE YEARS, AND MAY CONTINUE TO DO SO.
During the two years ended December 31, 2003 Enviro-Sciences,
Inc. lost over $5.3 million, including over $4.1 million from
operations that remain part of our business today. During the
first nine months of 2004, Enviro-Sciences incurred losses totaling
$517,682, including $288,448 in losses from our continuing operations.
In October new owners and new management acquired control of Enviro-
Sciences. If they are unable to implement sufficient changes to make
Enviro-Sciences profitable, our business will fail.
WE MAY BE UNABLE TO SATISFY OUR CURRENT DEBTS.
Our debts are far in excess of the book value of our assets.
At September 30, 2004 our current liabilities totaled $5,426,637,
our liquid assets were negligible, and our current assets totaled
$1,218,784. We are engaged in efforts to negotiate compromises
and extensions with major creditors. If those negotiations are
unsuccessful, however, our business may fail.
WE LACK CAPITAL TO FUND OUR OPERATIONS.
During the nine months ended September 30, 2004 our
operations used $205,873 in cash. In addition, during those nine
months we were required to make payments on some of our
outstanding debts. Loans from the shareholders of Enviro-
Sciences funded both the cash shortfall from operations and our
debt service. We do not expect those individuals to continue to
fund our operations or our debt service. Our line of credit
agreement with Cornell Capital Partners is the only source of
capital that we have at this time. Our ability to use that
credit will depend on the liquidity of the market for our common
stock. If Cornell Capital Partners is unable to resell the
common shares we put to them under the credit agreement, they
will be unwilling to honor the Standby Equity Distribution
Agreement. In that event we will have no source of capital for
our business.
WE DO NOT SATISFY THE FINANCIAL COVENANTS IN OUR BANK CREDIT LINE.
We have a bank line of credit. On September 30, 2004 we owed
$1,346,972 to the bank. The line of credit agreement
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provides that we must maintain eight financial conditions - such
as minimum income, minimum working capital, and minimum net worth
- - in order to be eligible for the credit. At present we do not
satisfy any of the conditions. If the bank undertook to cancel
the credit and collect the debt, it could force our company to
file for bankruptcy protection.
WE MUST COMPETE WITH WELL-KNOWN AND WELL-CAPITALIZED COMPANIES
TO OBTAIN NEW CONTRACTS.
The success of our business depends on our ability to
continually obtain new consulting and remediation contracts.
There are many qualified companies that are competing with us for
those contracts. Some of our competitors are well-known, with a
national presence. Some are well-capitalized, and so are able to
offer potential customers favorable payment terms. If we are not
able to compete effectively with these companies, our business
will fail.
OUR ENVIRONMENTAL CONSULTING AND REMEDIATION SERVICES EXPOSE
US TO RISK OF LIABILITY FOR ANY CONTAMINATION THAT RESULTS FROM A
PROJECT ON WHICH WE WORK.
Whenever we are involved in an environmental remediation
project, we assume a risk of liability to third parties who may
suffer personal or property injury if toxic substances are
released as a result of the project or some other accident occurs
during the project. In addition, we face potential liability
whenever we perform assessment or remediation services, if our
customer or a third party alleges it was injured because we
failed to adequately assess or adequately remove contamination
from a property. Claims of this sort, if they exceeded our
insurance coverage, could result in serious damage to our
business or its failure.
OUR USE OF PERCENTAGE OF COMPLETION ACCOUNTING COULD RESULT
IN A REDUCTION OR ELIMINATION OF PREVIOUSLY REPORTED PROFITS.
A substantial portion of our revenues are recognized using
the percentage-of-completion method of accounting. This method
of accounting results in us recognizing contract revenue and
earnings over the term of a contract in the same periodic
proportions as we incur costs relating to the contract. Earnings
are recognized periodically, based upon our estimate of contract
revenues and costs, except that a loss on a contract is
recognized in full as soon as we determine that it will occur.
Since the future reality may differ from our estimates, there is
with each contract a risk that actual earnings may be less than
our estimate. In that event, we are required to record an
elimination of previously recognized earnings.
WE WILL BE UNABLE TO SERVICE OUR CUSTOMERS UNLESS WE CAN
CONTINUE TO RETAIN TOP QUALITY SUBCONTRACTORS AND EQUIPMENT
MANUFACTURERS AT FAVORABLE PRICES.
We rely on third party subcontractors and equipment
manufacturers to complete our projects. The quality and
timeliness of the services and equipment they provide determines,
in part, the quality of our work product and our resulting
reputation in the industry. In addition, if the amount we are
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required to pay for their services and equipment exceeds the
amount we have calculated in bidding for a fixed-price contract,
we will lose money on the contract. If we are unable to maintain
relationships with subcontractors and manufacturers who will fill
our requirements at a favorable price, our business will suffer.
OUR FAILURE TO ATTRACT QUALIFIED ENGINEERS AND MANAGEMENT
PERSONNEL COULD HINDER OUR SUCCESS.
Our ability to attract and retain qualified engineers and
other professional personnel when we need them will be a major
factor in determining our future success. There is a very
competitive market for individuals with advanced engineering
training, and we are not assured of being able to retain the
personnel we will need.
OUR BUSINESS DEVELOPMENT COULD BE HINDERED IF WE LOST THE
SERVICES OF OUR CHIEF EXECUTIVE OFFICER OR OUR CHIEF TECHNOLOGY OFFICER.
James L. Grainer and Kevin Kreisler are the only directors and only
executive officers of GreenWorks. Together they are responsible for
strategizing not only our business plan but also the means of financing it.
If either Mr. Grainer or Mr. Kreisler were to leave GreenWorks or become
unable to fulfill his responsibilities, our business would be imperiled. At
the very least, there would be a delay in the development of GreenWorks
until a suitable replacement for the officer could be retained.
GREENWORKS IS NOT LIKELY TO HOLD ANNUAL SHAREHOLDER MEETINGS IN
THE NEXT FEW YEARS.
Delaware corporation law provides that members of the
board of directors retain authority to act until they are
removed or replaced at a meeting of the shareholders. A
shareholder may petition the Delaware Court of Chancery to
direct that a shareholders meeting be held. But absent such a
legal action, the board has no obligation to call a
shareholders meeting. Unless a shareholders meeting is held,
the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders, therefore,
have no control over the constitution of the board of
directors, unless a shareholders meeting is held.
Since it became a public company, GreenWorks has never held an
annual meeting of shareholders. Management does not expect to
hold annual meetings of shareholders in the next few years, due
to the expense involved. Of the two current Board members, Kevin Kreisler
was appointed by James L. Grainer and Mr. Grainer was appointed to that
position by the previous two directors. If other directors are added to
the Board in the future, it is likely that Messrs. Grainer and Kreisler will
appoint them. As a result, the shareholders of GreenWorks will have
no effective means of exercising control over the operations of GreenWorks.
II. RISKS ATTENDANT TO OWNERSHIP OF OUR STOCK
WE HAVE COMMITMENTS TO PAY $1,350,000 TO CONSULTANTS OR ISSUE
STOCK WITH THAT MARKET VALUE DURING THE NEXT TWELVE MONTHS.
GreenWorks is currently party to eight contracts with consultants that, in
aggregate, require us to pay a total of $1,350,000 during the next twelve
months or issue common stock with that market value in lieu of cash. Unless
we increase our cash resources, it is likely that we will satisfy most or all
of those obligations by issuing stock. At the market price of $2.75 on
December 30, 2004, satisfaction of those contracts in stock would necessitate
that we issue 490,909 shares. We also have a ninth contract, this with
certain employees of Enviro-Sciences, that requires us to issue a minimum
of 24,012 shares. The issuance of 514,921 shares in this manner would dilute
the interest of current shareholders, and could lead to a reduction in the
market price for our common stock.
THE ISSUANCE OF SHARES UNDER OUR AGREEMENTS WITH CORNELL
CAPITAL PARTNERS COULD INCREASE OUR OUTSTANDING SHARES BY OVER 190%
-4-
GreenWorks is party to an Standby Equity Distribution Agreement
pursuant to which GreenWorks may sell stock to Cornell Capital
Partners. The Agreement permits GreenWorks to require Cornell
Capital Partners to purchase GreenWorks common stock for up to
$5,000,000 during the next two years. Based on the market
price of $2.75 on December 30, 2004, GreenWorks could issue up to
1,914,000 shares to Cornell Capital Partners during the next
24 months if it demanded the full $5,000,000 available to it
under the Standby Equity Distribution Agreement. In addition,
Cornell Capital Partners owns a convertible debenture that it may
convert into GreenWorks common stock. At the market price on
December 30, 2004, the debenture could be converted into 416,666 shares.
Finally, Cornell Capital Partners holds a $250,000 Promissory Note
issued by GreenWorks that GreenWorks is likely to satisfy by issuing
common stock. At December 30, 2004 market price, 91,000 shares
would be needed to satisfy the note. The issuance of shares in those
quantities would reduce the interest of current shareholders in GreenWorks
by over 45%.
THE RESALE OF SHARES ACQUIRED BY CORNELL CAPITAL PARTNERS
FROM GREENWORKS MAY REDUCE THE MARKET PRICE OF GREENWORKS' SHARES.
GreenWorks and Cornell Capital Partners are parties to a
Standby Equity Distribution Agreement, a convertible debenture and a
promissory note. The Standby Equity Distribution Agreement provides that
GreenWorks may sell shares to Cornell Capital Partners for up to $5,000,000.
The 5% Secured Convertible Debenture permits Cornell Capital Partners to
purchase GreenWorks shares for up to $500,000 at an 80% discount to market.
The Promissory Note may be satisfied by GreenWorks issuing common stock at
its market price. We expect that Cornell Capital Partners will promptly
resell into the public market any shares it acquires under any of these
arrangements. The likely result of Cornell Capital Partners selling such
large quantities of stock to the public would be a steep reduction in the
market price of GreenWorks common stock. Since both the pricing under the
Standby Equity Distribution Agreement, the conversion feature of the
convertible debentures and the payment terms of the Promissory Note are
determined by the market price, a reduction in the market price could
result in even larger numbers of shares being issued, if GreenWorks were to
take advantage of the full line of credit.
THE VOLATILITY OF THE MARKET FOR GREENWORKS COMMON STOCK MAY
PREVENT A SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS SHARES.
The common stock of GreenWorks is quoted on the OTC Bulletin
Board. Trading volume is usually relatively small, and prices
vary dramatically from time to time. It is impossible to say
that the market price on any given day reflects the fair value
of GreenWorks , since the price sometimes moves up or down by 50% in
a week's time. A shareholder in GreenWorks who wants to sell his
shares, therefore, runs the risk that at the time he wants to
sell, the market price may be much less than the price he would
consider to be fair.
GREENWORKS WILL BE QUOTED ON THE OTC BULLETIN BOARD FOR THE
IMMEDIATE FUTURE.
GreenWorks does not meet the eligibility requirements for
listing on the NASDAQ Stock Market. Until we meet those
standards and are accepted into the NASDAQ Stock Market, or
unless we are successful in securing a listing on the American
Stock Exchange or some other exchange, GreenWorks common stock will
be quoted only on the OTC Bulletin Board. Such a listing is
considered less prestigious than a NASDAQ Stock Market or an
exchange listing, and many brokerage firms will not recommend
Bulletin Board stocks to their clients. This situation may
limit the liquidity of your shares.
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ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL
PURCHASE "PENNY STOCKS" SUCH AS GREENWORKS COMMON STOCK.
GreenWorks' common stock is defined by the SEC as a "penny
stock" because it trades at a price less than $5.00 per share.
Many brokerage firms will discourage their customers from
purchasing penny stocks, and even more brokerage firms will not
recommend a penny stock to their customers. Most institutional
investors will not invest in penny stocks. In addition, many
individual investors will not consider a purchase of a penny
stock due, among other things, to the negative reputation that
attends the penny stock market. As a result of this widespread
disdain for penny stocks, there will be a limited market for
GreenWorks' common stock as long as it remains a "penny stock."
This situation may limit the liquidity of your shares.
SELLING SHAREHOLDERS
The table below contains information regarding the individuals who
are using this prospectus to offer common shares.
Shares Number Shares
Owned of Owned Percentage of
Selling Before Shares After Class Held
Shareholder Position Offering (1) Offered Offering After Offering
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OTHER AVAILABLE INFORMATION
GreenWorks Corporation is incorporating into this prospectus by
reference the following documents previously filed with the Securities and
Exchange Commission:
(a) GreenWorks' Current Report on Form 8-K dated September 24, 2004;
(b) GreenWorks' Current Report on Form 8-K dated October 27, 2004;
(c) GreenWorks' Current Report on Form 8-K dated November 17, 2004;
(d) GreenWorks' Current Report on Form 8-K dated December 27, 2004;
(e) the description of GreenWorks' Common Stock contained in its
Registration Statement on Form 10-SB (No. 000-28887).
GreenWorks is also incorporating by reference all documents
hereafter filed by GreenWorks pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.
Upon written request, GreenWorks will provide to each person,
including any beneficial owner, to whom this prospectus is delivered a copy
of any and all information that has been incorporated into this prospectus
by reference. We will provide the information at no cost to the person who
requests it. Any such request should be made to James L. Grainer, GreenWorks
Corporation, 111 Howard Street, Suite 108, Mt. Arlington, NJ 07856.
GreenWorks files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information,
which may assist you in understanding our company. In addition, we have
filed a registration statement on Form S-8, including exhibits, with
respect to the shares to be sold in the offering.
You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our Commission filings, including
the registration statement, are also available to you on the Commission's
Web site at http://WWW.SEC.GOV.
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INDEMNIFICATION
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful as determined in accordance with the statute, and
except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not indem
nify unless a court determines that the person is fairly and reasonably
entitled to the indemnification. Section 145 further provides that indemni
fication shall be provided if the party in question is successful on the
merits.
Our certificate of incorporation provides that members of our board
of directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law. Delaware corporate law permits a
Delaware corporation to eliminate the personal liability of its directors
for monetary damages for breach of fiduciary duty, except for breaches of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct, improper payment of dividends, or transactions in
which the director derived an improper personal benefit.
Our certificate of incorporation also provides that GreenWorks will
indemnify our directors and officers against liabilities arising from their
service as directors and officers to the fullest extent permitted by
Delaware corporate law. Insofar as indemnification for liabilities under
the Securities Act of 1933 may be permitted to our directors, officers or
controlling persons pursuant to the foregoing provision or otherwise, we
have been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
that Act and is, therefore, unenforceable.
-7-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GreenWorks
Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Mt. Arlington and the State of
New Jersey on the 6th day of January, 2005.
GREENWORKS CORPORATION
By:/s/ James L. Grainer
--------------------------------
James L. Grainer, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on January 6, 2005.
/s/ James L. Grainer
- --------------------------
James L. Grainer, Director,
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
/s/ Kevin Kreisler
- --------------------------
Kevin Kreisler, Director
INDEX TO EXHIBITS
4.1 2005 Equity Incentive Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.
23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
Exhibit 5.