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 3, 2009
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.)
One Penn Plaza, Suite 1612, New York, NY 10119
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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(Registrant's telephone number including area code)
14B Jan Sebastian Drive, Sandwich, MA 02563 02563
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(Former Address if Changed Since Last Report)
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 1.01 ENTRY INTO MATERIAL DEFINTIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
Change in Management
Effective on June 3, 2009, James Green resigned from his position as Chief
Executive Officer and sole member of the Registrant's Board of Directors.
Effective on the same date, Doris Christiani resigned from her position as the
Registrant's Chief Financial Officer. At the same time, the Board of Directors
elected Kevin Kreisler to serve as sole member of the Board of Directors and as
Chief Executive Officer and Chief Financial Officer. Information regarding Mr.
Kreisler follows:
Kevin Kreisler has been employed as chief executive officer of GreenShift
Corporation (OTCBB: GERS) since 2002 as well as other managerial positions
since 1998. Mr. Kreisler is Chairman of EcoSystem Corporation (OTCBB: ESYM)
and Chairman of Carbonics Capital Corporation (OTCBB: CICS). Mr. Kreisler
was employed as Chairman and Chief Financial Officer of GS EnviroServices,
Inc. from May 2005 until January 2008. Mr. Kreisler is a graduate of
Rutgers University College of Engineering (B.S., Civil and Environmental
Engineering, 1994), Rutgers University Graduate School of Management
(M.B.A., 1995), and Rutgers University School of Law (J.D., 1997). Mr.
Kreisler is admitted to practice law in New Jersey and the United States
District Court for the District of New Jersey.
Exchange Agreement
Pursuant to an Exchange Agreement dated June 3, 2009 James Green delivered to
the Registrant 7,000,000 shares of the Registrant's common stock (the "Exchange
Shares"). In exchange for the Exchange Shares, the Registrant issued to Mr.
Green a Convertible Debenture and agreed to issue one million shares of Series A
Preferred Stock, when authorized.
The Convertible Debenture is in the principal amount of $240,000, although
payment of $24,000 against that principal obligation was made by the Registrant
immediately. The remaining principal is payable with 12% per annum interest in
monthly payments of $38,561.58 commencing in October 2009, with the final
payment due on February 26, 2010. Interest is payable in cash or in shares of
the Registrant's common stock, at the Registrant's option. The holder may
convert the principal amount and accrued interest into common stock of the
Registrant at a conversion price equal to 90% of the lowest closing market price
during the 20 trading days preceding conversion, but may not convert into shares
that would cause it to own more than 4.99% of the outstanding shares of the
Registrant.
In the Exchange Agreement, the Registrant undertook to amend its Certificate of
Incorporation to authorize the Series A Preferred Stock. The Series A Preferred
Stock, when authorized and issued, will provide the holder with the right to
cast votes at meetings of the shareholders or by written consent equal to 51% of
the voting power of the outstanding shares.
The Registrant is holding the Exchange Shares in escrow. The Exchange Shares
will not be cancelled until the Series A Preferred Stock is issued.
Transfer of Control
On June 3, 2009 James Green transferred to Viridis Capital, LLC his beneficial
interest in the Exchange Shares, including his right to receive the Series A
Preferred Stock in exchange for the Exchange Shares. Kevin Kreisler, the newly
appointed CEO of the Registrant, is the sole member of Viridis Capital, LLC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a Exchange Agreement dated June 3, 2009 between James Green and GS
EnviroServices, Inc.
10-b Convertible Debenture due February 26, 010 issued to James Green
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: July 6, 2009 GS ENVIROSERVICES, INC.
By: /s/ Kevin Kreisler
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Kevin Kreisler
Chief Executive Officer