SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-33513
Date of Report: June 20, 2008
GS ENVIROSERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 20-8563731
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
14B Jan Sebastian Drive, Sandwich, MA 02563 02563
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(Address of principal executive offices) (Zip Code)
(508) 888-5478
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(Registrant's telephone number including area code)
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:
__ 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))
ITEM 2.01 COMPLETION OF DISPOSITION OF ASSETS
On June 20, 2008 GS EnviroServices completed the sale to Triumvirate
Environmental, Inc. of substantially all of its assets, specifically
substantially all of the assets of Enviro-Safe Corporation and the capital stock
of Enviro-Safe Corporation (NE). At the same time Triumvirate Environmental
assumed responsibility for certain designated liabilities of Enviro-Safe
Corporation, including its trade payables, its accrued expenses, and certain
identified executory contracts.
At the closing on June 20, 2008, Triumvirate Environmental paid $5,000,000 for
the assets. The cash proceeds were applied as follows:
- - $2,092,092.75 was paid to YA Global Investments, LP to satisfy all of GS
EnviroServices obligations to YA Global Investments, LP and obtain a
release from any future obligations.
- - $720,000 was paid to fully satisfy convertible debentures issued by GS
EnviroServices to five individuals, including the two officers of GS
EnviroServices.
- - $602,527.88 was paid to fully satisfy GS EnviroServices obligations to TD
Banknorth.
- - $200,000 was paid to James Green, the Company's President, upon rescission
of his purchase of 4,366,667 shares in February 2008.
- - $200,000 was paid into escrow, pending satisfaction of certain contingent
liabilities.
The net proceeds realized by GS EnviroServices, therefore, were $1,185,379.37.
This cash balance will be supplemented as follows:
- - GS EnviroServices retained a cash balance of approximately $330,000 at
closing.
- - After an accounting, Triumvirate Environmental is required to pay to GS
EnviroServices an amount equal to the working capital transferred at
closing, up to $500,000. Management of GS EnviroServices believes the full
$500,000 will be due. Payment is due in approximately 100 days after
closing.
- - Any amount of the $200,000 escrow remaining after satisfaction of the
contingent liabilities will be paid to GS EnviroServices.
As a result of the payment to YA Global Investments, LP and the rescission of
the stock sale to James Green, 17,000,000 shares of GS EnviroServices common
stock were surrendered to the treasury. After surrender of those shares, there
remain 15,573,594 shares outstanding.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
Pro forma financial statements of GS EnviroServices - to be filed by amendment.
Exhibits
2.1 Asset and Stock Purchase Agreement dated as of March 29, 2008 by and among
Triumvirate Environmental, Inc. and GS EnviroServices, Inc., Enviro-Safe
Corporation and Enviro-Safe Corporation (NE) - filed as an exhibit to the
Current Report on Form 8-K dated March 31, 2008 that was filed on April 4,
2008 and incorporated herein by reference.
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.
Dated: June 25, 2008 GS ENVIROSERVICES, INC.
By: /s/ James F. Green
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James F. Green
Chief Executive Officer