UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 of earliest reported): May 11, 2005
EARTHFIRST TECHNOLOGIES, INCORPORATED
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(Exact name of registrant as specified in charter)
Florida 000-23897 59-3462501
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2515 E Hanna Ave., Tampa, Florida 33610
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 238-5010
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 Instructions A.2. 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 (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition
On May 16, 2005, EarthFirst Technologies, Incorporated (the "Company")
announced its operating results for the first quarter ended March 31, 2005. A
copy of the press release that discusses this matter is filed as Exhibit 99.1
to, and incorporated by reference in, this report. The information in this
Current Report is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section. The information in this Current
Report shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, except as shall be
expressly set forth by specific reference in any such filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
At a meeting of the Board of Directors of the Company, held on May 11,
2005, John D. Stanton resigned as the Chief Executive Officer and Chief
Financial Officer of the Company, but will remain as the Chairman of the Board
of Directors. Subsequent to the foregoing resignation, Leon Toups, who is the
Company's President, was appointed as the Chief Executive Officer of the Company
and Frank W. Barker, Jr. was appointed as the Chief Financial Officer of the
Company.
Mr. Barker is a Certified Public Accountant licensed to practice in the
State of Florida, and has been in practice since 1978. He was co-founder of the
accounting firm of Peel, Barker, Schatzel & Wells, PA in 1979, and went on to
form the consulting firm of Frank W. Barker, Jr., CPA in 1993. Mr. Barker has
been providing assistance to the Company as an independent consultant since May
of 2000. From 1993 until the present Mr. Barker has also been providing services
as an independent consultant to various other entities in connection with their
design and implementation of reorganization strategies. Mr. Barker received a
B.A. in Accounting and Finance from the University of South Florida, Tampa,
Florida in 1978.
Item 7.01 Regulation FD Disclosure
On May 11, 2005, the Company announced that its subsidiary entered into a
letter of intent with Hensel Phelps Construction Co. for a project valued at
$5,952,000. A copy of the press release that discusses this matter is filed as
Exhibit 99.2 to, and incorporated by reference in, this report. On May 13, 2005,
the Company announced that its subsidiary was awarded a contract by Emerald Bay,
Ltd. for a project valued at approximately $1,200,000. A copy of the press
release that discusses this matter is filed as Exhibit 99.3 to, and incorporated
by reference in, this report. In accordance with Regulation FD, this current
report is being filed to publicly disclose all information that was provided in
its press releases. This report under Item 7.01 is not deemed an admission as to
the materiality of any information in this report that is required to be
disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated May 16, 2005, issued by EarthFirst
Technologies, Incorporated.
99.2 Press Release, dated May 11, 2005, issued by EarthFirst
Technologies, Incorporated.
99.3 Press Release, dated May 13, 2005, issued by EarthFirst
Technologies, Incorporated.
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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.
EARTHFIRST TECHNOLOGIES, INCORPORATED
Date: May 16, 2005 /s/ Leon Toups
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Leon Toups
President and Chief Executive Officer
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