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Look for merger news, IMO.
Dividends; now posted on pinksheets
Div: 0.07; Due Bill Redeemable Date: 10/29/2008
Ex-Date: Oct 27, 2008 (this is a monday)
Pay Date: Oct 24, 2008 (this is a friday)
Record Date: Oct 17, 2008 (this is a friday)
http://pinksheets.com/pink/quote/quote.jsp?symbol=gsen
Record Date
The date established by an issuer of a security for the purpose of determining the holders who are entitled to receive a dividend or distribution.
On the record date, a company looks to see who its shareholders or "holders of record" are. Essentially, a date of record ensures the dividend checks get sent to the right people.
Payment Date
The date on which a declared stock dividend is scheduled to be paid.
Only those shareholders who bought the stock before the ex-dividend date receive the dividend on the date of payment (payable date).
Ex-Date
The date on or after which a security is traded without a previously declared dividend or distribution. After the ex-date, a stock is said to trade ex-dividend.
This is the date on which the seller, and not the buyer, of a stock will be entitled to a recently announced dividend. The ex-date is usually two business days before the record date. It is indicated in newspaper listings with an x.
all definitions from: http://www.investopedia.com/terms/p/paymentdate.asp
and above avg volume. maybe .15 tomorrow.imo
Please do your DD. Previous post are a good place to start, for links to dd. I will give you this one which is ten posts before yours.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=32731835
I do not know. I would read all the last few filings and read this part at least.
18
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Report contains forward-looking
statements, which are generally identifiable by use of the words "believes,"
"expects," "intends," "anticipates," "plans to," "estimates," "projects," or
similar expressions. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those reflected in these forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in the
section entitled "Description of Business - Business Risk Factors". Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's opinions only as of the date hereof. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents GS EnviroServices, Inc. files from time to time
with the Securities and Exchange Commission (the "SEC"), including the Quarterly
Reports on Form 10Q to be filed by us in the fiscal year 2008.
BUSINESS OVERVIEW
On June 20, 2008, the Company completed an Asset and Stock Purchase with
Triumvirate Environmental, Inc. ("Triumvirate"). The assets sold are
substantially all of the assets of Enviro-Safe and 100% of the capital stock of
Enviro-Safe (NE). Triumvirate assumed responsibility for certain designated
liabilities of Enviro-Safe, including its trade payables, its accrued expenses,
and certain identified executory contracts. As a result of the Purchase, the
assets and liabilities the Enviro-Safe Corp. and Enviro-Safe Corporation (NE)
are presented as assets and liabilities to be disposed of and the operation are
presented as discontinued operations in the accompanying consolidated statements
of operations (see Note 3 - Discontinued Operations).
1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
GS EnviroServices Inc. intends to retain approximately $250,000 from the sale
proceeds from Enviro-Safe Corp. and Enviro-Safe Corporation NE to serve as
working capital while management develops and implements a new business plan for
the Company. At this time, the nature of the new business has not been
determined.
At the time of the closing, Triumvirate entered into a four year employment and
non-competition agreement with James F. Green, President and CEO of the Company.
The agreement will provide for payment of $200,000 per year for services as an
advisor to the Chief Executive Officer of Triumvirate. Mr. Green is required to
make himself available as needed by the Triumvirate CEO.
Following the closing of the Purchase Agreement, we expect to remain a public
company listed on the OTC Bulletin Board. This situation will enable the Company
to initiate new business operations without the burden of debt from past
operations.
RESULTS OF OPERATIONS
On June 20, 2008, the Company completed an Asset and Stock Purchase Agreement
("Purchase Agreement") with Triumvirate Environmental, Inc. ("Triumvirate"). As
a result of the Purchase Agreement, the assets and liabilities the Enviro-Safe
Corp. and Enviro-Safe Corporation (NE) are presented as assets and liabilities
to be disposed of and the operation are presented as discontinued operations in
the accompanying consolidated statements of operations (see Note 3 -
Discontinued Operations).
THREE MONTHS ENDED JUNE 30, 2008 VERSUS THE THREE MONTHS ENDED JUNE 30, 2007
GENERAL AND ADMINISTRATIVE
General and administrative ("G&A") expenses for continuing operations for the
three months ended June 30, 2008 was $557,774 as compared to $236,781 for the
corresponding period in 2007. The increase of $320,993 in G&A expenses includes
$120,000 prepayment penalties paid to related party and outside investors,
$122,150 in legal settlements, and $64,476 legal fees related to the Purchase
Agreement with Triumvirate. SG&A expense for the periods ending June 30, 2008
and June 30, 2007 of $701,499 and $798,410 respectively for operations to be
disposed have been excluded.
19
<PAGE>
INTEREST EXPENSE
Interest expense has increased $27,337 for the three months ended June 30, 2008,
as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------- ------------------- -----------------
2008 2007 Change
---------------------- ------------------- -----------------
<S> <C> <C> <C>
Interest Expense - Related Party $11,250 -- $ 11,250
Line of Credit 9,262 $3,305 5,957
Affiliate Interest -- $10,108 (10,108)
Interest Expense - convertible debentures $20,238 -- $20,238
</TABLE>
On March 31, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to the Company. As a result, total accrued interest
due on the loan in the amount of $62,871 was credited to additional paid in
capital. Affiliate interest for the three months ended June 30, 2007 was
$10,108.
On May 31, 2007, the Company closed on a Demand Line of Credit which bears
interest that fluctuates based on the prime lending rate. Total interest paid
was $9,262 for the three months ended June 30, 2008.
On February 11, 2008 the Company issued $500,000 in convertible debentures to
related parties. A total of $11,250 was expensed during the three months ended
June 30, 2008. In addition, in the first quarter of 2008, the Company issued a
$100,000 convertible debenture to an investor and a 2.0 million convertible
debenture to YAGI. Interest in the amount of $20,238 for these debentures was
expensed for the three months ended June 30, 2008. Interest expense from
discontinued operations of $10,014 and $11,115 for the three months ended June
30, 2008 and 2007 respectively have been excluded from these numbers.
SIX MONTHS ENDED JUNE 30, 2008 VERSUS THE SIX MONTHS ENDED JUNE 30, 2007
GENERAL AND ADMINISTRATIVE
General and administrative ("G&A") expenses for continuing operations for the
six months ended June 30, 2008 was $934,843 as compared to $401,185 for the
corresponding period in 2007. The increase of $533,658 in G&A expenses includes
the $140,000 expense related to the issuance of 2.0 million shares of stock
issued to YAGI as inducement to enter into the stock purchase agreement,
$120,000 prepayment penalties paid to related party and outside investors,
$74,579 in legal fees related to the Purchase Agreement with Triumvirate,
$21,458 increase in insurance, $17,160 increase in stock based compensation, and
$122,150 in legal settlements. SG&A expense for the periods ending June 30, 2008
and June 30, 2007 of $1,458,663 and $1,476,040 respectively for operations to be
disposed have been excluded.
INTEREST EXPENSE
Interest expense has increased $70,277 for the six months ended June 30, 2008,
as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------- ------------------- ----------------
2008 2007 Change
---------------------- ------------------- ----------------
<S> <C> <C> <C>
Interest Expense - Related Party $15,994 -- $ 15,994
Line of Credit 20,671 $3,305 17,366
Affiliate Interest -- $20,111 (20,111)
Interest Expense - convertible debentures $57,028 -- $57,028
</TABLE>
On March 31, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to the Company. As a result, total accrued interest
due on the loan in the amount of $62,871 was credited to additional paid in
capital. Affiliate interest for the six months ended June 30, 2007 was $20,111.
On May 31, 2007, the Company closed on a Demand Line of Credit which bears
interest that fluctuates based on the prime lending rate. Total interest paid
was $20,671 for the six months ended June 30, 2008.
20
<PAGE>
On February 11, 2008 the Company issued $500,000 in convertible debentures to
related parties. A total of $15,994 was expensed during the six months ended
June 30, 2008. In addition, in the first quarter of 2008, the Company issued a
$100,000 convertible debenture to an investor and a 2.0 million convertible
debenture to YAGI. Interest in the amount of $57,028 for these debentures was
expensed in the first six months of 2008. Interest expense from discontinued
operations of $20,037 and $20,862 for the periods ended June 30, 2008 and 2007
respectively have been excluded from these numbers.
LIQUIDITY AND CAPITAL RESOURCES
The Company's continuing operating activities used $658,014 of cash in 2008 as
compared to $559,341 cash used in 2007. The Company's capital requirements
consist of general working capital needs and planned capital expenditures. The
Company's capital resources consist primarily of cash generated from investing
activities.
The Company had been unable to secure the financing necessary to expand its
current operations. Potential sources of financing have been deterred by the
large amount of convertible debt that the Company has issued to YA Global
Investments and others. The proceeds from the sale to Triumvirate were used, in
part, to eliminate all of that convertible debt. Following the closing of the
Purchase Agreement, we remain a public company listed on the OTC Bulletin Board.
This situation will enable the Company to initiate new business operations
without the burden of debt from past operations
Non-cash adjustments for continuing operations recorded for the six months ended
June 30, 2008 totaled $1,654,588 and consisted of $50,426 in stock based
compensation, $2,964,484 amortization of debt discount, $31,011 in deferred
taxes, $140,000 stock based fees, ($2,920,000) change in derivative liabilities,
and $1,388,667 cost of reduction of guarantee. Net cash flows of $962,795 from
discontinued operations have been excluded from the above.
Accounts payable for continuing operations at June 30, 2008 totaled $78,050, an
increase of $32,018 from the December 31, 2007 balance of $46,032. Accounts
payable of $1,824,860 and $1,854,585 for the six months ended June 30, 2008 and
2007 from operations to be disposed of have been excluded from these numbers.
Accrued expenses for continuing operations at June 30, 2008 totaled $156,921, a
decrease of $189,996 from the December 31, 2007 balance of $346,917. Accrued
expenses as of December 31, 2007 included $286,000 of stock based compensation.
Accrued expenses of $410,932 and $445,139 for the six months ended June 30, 2008
and 2007 from operations to be disposed of have been excluded from these
numbers.
Net of discontinued operations, the Company had a positive working capital
position of $1,503,515 as of June 30, 2008 as compared to a negative working
capital position of $608,527 as of June 30, 2007.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company conducted an evaluation of the design and operation of our
disclosure controls and procedures, as defined under Rule 13a-15(e) and
15d-15(e) under the Exchange Act of 1934, as amended (the `Exchange Act"), as of
June 30, 2008. The Company's disclosure controls and procedures are designed (i)
to ensure that information required to be disclosed by it in the reports that it
files or submits under the Exchange Act are recorded, processed and summarized
and reported within the time periods specified in the SEC's rules and forms and
(ii) to ensure that information required to be disclosed in the reports the
Company files or submits under the Exchange Act is accumulated and communicated
to its management, including its Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
as of June 30, 2008 in alerting management on a timely basis to information
required to be included in the Company's submissions and filings under the Act.
There was no change in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) during the quarter ended June 30, 2008 that has materially affected or is
reasonably likely to materially affect the Company's internal control over
financial reporting.
21
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following are exhibits filed as part of the Company's Form 10-QSB for the
period ended June 30, 2008:
Exhibit Number Description
--------------------------------------
31.1 Certification of Chief Executive Officer pursuant to Exchange Act
Rules13a-15(e) and 15d-15(e).
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules
13a-15(e) and 15d-15(e).
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the date indicated.
GS EnviroServices, Inc.
By: /S/ JAMES F. GREEN
------------------------
JAMES F. GREEN
President, Chief Executive Officer
By: /S/ DORIS CHRISTIANI
--------------------------
DORIS CHRISTIANI
Chief Financial Officer
Date: August 14, 2008
22
</TEXT>
</DOCUMENT>
18
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Report contains forward-looking
statements, which are generally identifiable by use of the words "believes,"
"expects," "intends," "anticipates," "plans to," "estimates," "projects," or
similar expressions. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those reflected in these forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in the
section entitled "Description of Business - Business Risk Factors". Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's opinions only as of the date hereof. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents GS EnviroServices, Inc. files from time to time
with the Securities and Exchange Commission (the "SEC"), including the Quarterly
Reports on Form 10Q to be filed by us in the fiscal year 2008.
BUSINESS OVERVIEW
On June 20, 2008, the Company completed an Asset and Stock Purchase with
Triumvirate Environmental, Inc. ("Triumvirate"). The assets sold are
substantially all of the assets of Enviro-Safe and 100% of the capital stock of
Enviro-Safe (NE). Triumvirate assumed responsibility for certain designated
liabilities of Enviro-Safe, including its trade payables, its accrued expenses,
and certain identified executory contracts. As a result of the Purchase, the
assets and liabilities the Enviro-Safe Corp. and Enviro-Safe Corporation (NE)
are presented as assets and liabilities to be disposed of and the operation are
presented as discontinued operations in the accompanying consolidated statements
of operations (see Note 3 - Discontinued Operations).
1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
GS EnviroServices Inc. intends to retain approximately $250,000 from the sale
proceeds from Enviro-Safe Corp. and Enviro-Safe Corporation NE to serve as
working capital while management develops and implements a new business plan for
the Company. At this time, the nature of the new business has not been
determined.
At the time of the closing, Triumvirate entered into a four year employment and
non-competition agreement with James F. Green, President and CEO of the Company.
The agreement will provide for payment of $200,000 per year for services as an
advisor to the Chief Executive Officer of Triumvirate. Mr. Green is required to
make himself available as needed by the Triumvirate CEO.
Following the closing of the Purchase Agreement, we expect to remain a public
company listed on the OTC Bulletin Board. This situation will enable the Company
to initiate new business operations without the burden of debt from past
operations.
RESULTS OF OPERATIONS
On June 20, 2008, the Company completed an Asset and Stock Purchase Agreement
("Purchase Agreement") with Triumvirate Environmental, Inc. ("Triumvirate"). As
a result of the Purchase Agreement, the assets and liabilities the Enviro-Safe
Corp. and Enviro-Safe Corporation (NE) are presented as assets and liabilities
to be disposed of and the operation are presented as discontinued operations in
the accompanying consolidated statements of operations (see Note 3 -
Discontinued Operations).
THREE MONTHS ENDED JUNE 30, 2008 VERSUS THE THREE MONTHS ENDED JUNE 30, 2007
GENERAL AND ADMINISTRATIVE
General and administrative ("G&A") expenses for continuing operations for the
three months ended June 30, 2008 was $557,774 as compared to $236,781 for the
corresponding period in 2007. The increase of $320,993 in G&A expenses includes
$120,000 prepayment penalties paid to related party and outside investors,
$122,150 in legal settlements, and $64,476 legal fees related to the Purchase
Agreement with Triumvirate. SG&A expense for the periods ending June 30, 2008
and June 30, 2007 of $701,499 and $798,410 respectively for operations to be
disposed have been excluded.
19
<PAGE>
INTEREST EXPENSE
Interest expense has increased $27,337 for the three months ended June 30, 2008,
as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------- ------------------- -----------------
2008 2007 Change
---------------------- ------------------- -----------------
<S> <C> <C> <C>
Interest Expense - Related Party $11,250 -- $ 11,250
Line of Credit 9,262 $3,305 5,957
Affiliate Interest -- $10,108 (10,108)
Interest Expense - convertible debentures $20,238 -- $20,238
</TABLE>
On March 31, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to the Company. As a result, total accrued interest
due on the loan in the amount of $62,871 was credited to additional paid in
capital. Affiliate interest for the three months ended June 30, 2007 was
$10,108.
On May 31, 2007, the Company closed on a Demand Line of Credit which bears
interest that fluctuates based on the prime lending rate. Total interest paid
was $9,262 for the three months ended June 30, 2008.
On February 11, 2008 the Company issued $500,000 in convertible debentures to
related parties. A total of $11,250 was expensed during the three months ended
June 30, 2008. In addition, in the first quarter of 2008, the Company issued a
$100,000 convertible debenture to an investor and a 2.0 million convertible
debenture to YAGI. Interest in the amount of $20,238 for these debentures was
expensed for the three months ended June 30, 2008. Interest expense from
discontinued operations of $10,014 and $11,115 for the three months ended June
30, 2008 and 2007 respectively have been excluded from these numbers.
SIX MONTHS ENDED JUNE 30, 2008 VERSUS THE SIX MONTHS ENDED JUNE 30, 2007
GENERAL AND ADMINISTRATIVE
General and administrative ("G&A") expenses for continuing operations for the
six months ended June 30, 2008 was $934,843 as compared to $401,185 for the
corresponding period in 2007. The increase of $533,658 in G&A expenses includes
the $140,000 expense related to the issuance of 2.0 million shares of stock
issued to YAGI as inducement to enter into the stock purchase agreement,
$120,000 prepayment penalties paid to related party and outside investors,
$74,579 in legal fees related to the Purchase Agreement with Triumvirate,
$21,458 increase in insurance, $17,160 increase in stock based compensation, and
$122,150 in legal settlements. SG&A expense for the periods ending June 30, 2008
and June 30, 2007 of $1,458,663 and $1,476,040 respectively for operations to be
disposed have been excluded.
INTEREST EXPENSE
Interest expense has increased $70,277 for the six months ended June 30, 2008,
as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------- ------------------- ----------------
2008 2007 Change
---------------------- ------------------- ----------------
<S> <C> <C> <C>
Interest Expense - Related Party $15,994 -- $ 15,994
Line of Credit 20,671 $3,305 17,366
Affiliate Interest -- $20,111 (20,111)
Interest Expense - convertible debentures $57,028 -- $57,028
</TABLE>
On March 31, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to the Company. As a result, total accrued interest
due on the loan in the amount of $62,871 was credited to additional paid in
capital. Affiliate interest for the six months ended June 30, 2007 was $20,111.
On May 31, 2007, the Company closed on a Demand Line of Credit which bears
interest that fluctuates based on the prime lending rate. Total interest paid
was $20,671 for the six months ended June 30, 2008.
20
<PAGE>
On February 11, 2008 the Company issued $500,000 in convertible debentures to
related parties. A total of $15,994 was expensed during the six months ended
June 30, 2008. In addition, in the first quarter of 2008, the Company issued a
$100,000 convertible debenture to an investor and a 2.0 million convertible
debenture to YAGI. Interest in the amount of $57,028 for these debentures was
expensed in the first six months of 2008. Interest expense from discontinued
operations of $20,037 and $20,862 for the periods ended June 30, 2008 and 2007
respectively have been excluded from these numbers.
LIQUIDITY AND CAPITAL RESOURCES
The Company's continuing operating activities used $658,014 of cash in 2008 as
compared to $559,341 cash used in 2007. The Company's capital requirements
consist of general working capital needs and planned capital expenditures. The
Company's capital resources consist primarily of cash generated from investing
activities.
The Company had been unable to secure the financing necessary to expand its
current operations. Potential sources of financing have been deterred by the
large amount of convertible debt that the Company has issued to YA Global
Investments and others. The proceeds from the sale to Triumvirate were used, in
part, to eliminate all of that convertible debt. Following the closing of the
Purchase Agreement, we remain a public company listed on the OTC Bulletin Board.
This situation will enable the Company to initiate new business operations
without the burden of debt from past operations
Non-cash adjustments for continuing operations recorded for the six months ended
June 30, 2008 totaled $1,654,588 and consisted of $50,426 in stock based
compensation, $2,964,484 amortization of debt discount, $31,011 in deferred
taxes, $140,000 stock based fees, ($2,920,000) change in derivative liabilities,
and $1,388,667 cost of reduction of guarantee. Net cash flows of $962,795 from
discontinued operations have been excluded from the above.
Accounts payable for continuing operations at June 30, 2008 totaled $78,050, an
increase of $32,018 from the December 31, 2007 balance of $46,032. Accounts
payable of $1,824,860 and $1,854,585 for the six months ended June 30, 2008 and
2007 from operations to be disposed of have been excluded from these numbers.
Accrued expenses for continuing operations at June 30, 2008 totaled $156,921, a
decrease of $189,996 from the December 31, 2007 balance of $346,917. Accrued
expenses as of December 31, 2007 included $286,000 of stock based compensation.
Accrued expenses of $410,932 and $445,139 for the six months ended June 30, 2008
and 2007 from operations to be disposed of have been excluded from these
numbers.
Net of discontinued operations, the Company had a positive working capital
position of $1,503,515 as of June 30, 2008 as compared to a negative working
capital position of $608,527 as of June 30, 2007.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company conducted an evaluation of the design and operation of our
disclosure controls and procedures, as defined under Rule 13a-15(e) and
15d-15(e) under the Exchange Act of 1934, as amended (the `Exchange Act"), as of
June 30, 2008. The Company's disclosure controls and procedures are designed (i)
to ensure that information required to be disclosed by it in the reports that it
files or submits under the Exchange Act are recorded, processed and summarized
and reported within the time periods specified in the SEC's rules and forms and
(ii) to ensure that information required to be disclosed in the reports the
Company files or submits under the Exchange Act is accumulated and communicated
to its management, including its Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
as of June 30, 2008 in alerting management on a timely basis to information
required to be included in the Company's submissions and filings under the Act.
There was no change in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) during the quarter ended June 30, 2008 that has materially affected or is
reasonably likely to materially affect the Company's internal control over
financial reporting.
21
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following are exhibits filed as part of the Company's Form 10-QSB for the
period ended June 30, 2008:
Exhibit Number Description
--------------------------------------
31.1 Certification of Chief Executive Officer pursuant to Exchange Act
Rules13a-15(e) and 15d-15(e).
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules
13a-15(e) and 15d-15(e).
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the date indicated.
GS EnviroServices, Inc.
By: /S/ JAMES F. GREEN
------------------------
JAMES F. GREEN
President, Chief Executive Officer
By: /S/ DORIS CHRISTIANI
--------------------------
DORIS CHRISTIANI
Chief Financial Officer
Date: August 14, 2008
22
</TEXT>
</DOCUMENT>
18
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Report contains forward-looking
statements, which are generally identifiable by use of the words "believes,"
"expects," "intends," "anticipates," "plans to," "estimates," "projects," or
similar expressions. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those reflected in these forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in the
section entitled "Description of Business - Business Risk Factors". Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's opinions only as of the date hereof. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents GS EnviroServices, Inc. files from time to time
with the Securities and Exchange Commission (the "SEC"), including the Quarterly
Reports on Form 10Q to be filed by us in the fiscal year 2008.
BUSINESS OVERVIEW
On June 20, 2008, the Company completed an Asset and Stock Purchase with
Triumvirate Environmental, Inc. ("Triumvirate"). The assets sold are
substantially all of the assets of Enviro-Safe and 100% of the capital stock of
Enviro-Safe (NE). Triumvirate assumed responsibility for certain designated
liabilities of Enviro-Safe, including its trade payables, its accrued expenses,
and certain identified executory contracts. As a result of the Purchase, the
assets and liabilities the Enviro-Safe Corp. and Enviro-Safe Corporation (NE)
are presented as assets and liabilities to be disposed of and the operation are
presented as discontinued operations in the accompanying consolidated statements
of operations (see Note 3 - Discontinued Operations).
1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
GS EnviroServices Inc. intends to retain approximately $250,000 from the sale
proceeds from Enviro-Safe Corp. and Enviro-Safe Corporation NE to serve as
working capital while management develops and implements a new business plan for
the Company. At this time, the nature of the new business has not been
determined.
At the time of the closing, Triumvirate entered into a four year employment and
non-competition agreement with James F. Green, President and CEO of the Company.
The agreement will provide for payment of $200,000 per year for services as an
advisor to the Chief Executive Officer of Triumvirate. Mr. Green is required to
make himself available as needed by the Triumvirate CEO.
Following the closing of the Purchase Agreement, we expect to remain a public
company listed on the OTC Bulletin Board. This situation will enable the Company
to initiate new business operations without the burden of debt from past
operations.
RESULTS OF OPERATIONS
On June 20, 2008, the Company completed an Asset and Stock Purchase Agreement
("Purchase Agreement") with Triumvirate Environmental, Inc. ("Triumvirate"). As
a result of the Purchase Agreement, the assets and liabilities the Enviro-Safe
Corp. and Enviro-Safe Corporation (NE) are presented as assets and liabilities
to be disposed of and the operation are presented as discontinued operations in
the accompanying consolidated statements of operations (see Note 3 -
Discontinued Operations).
THREE MONTHS ENDED JUNE 30, 2008 VERSUS THE THREE MONTHS ENDED JUNE 30, 2007
GENERAL AND ADMINISTRATIVE
General and administrative ("G&A") expenses for continuing operations for the
three months ended June 30, 2008 was $557,774 as compared to $236,781 for the
corresponding period in 2007. The increase of $320,993 in G&A expenses includes
$120,000 prepayment penalties paid to related party and outside investors,
$122,150 in legal settlements, and $64,476 legal fees related to the Purchase
Agreement with Triumvirate. SG&A expense for the periods ending June 30, 2008
and June 30, 2007 of $701,499 and $798,410 respectively for operations to be
disposed have been excluded.
19
<PAGE>
INTEREST EXPENSE
Interest expense has increased $27,337 for the three months ended June 30, 2008,
as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------- ------------------- -----------------
2008 2007 Change
---------------------- ------------------- -----------------
<S> <C> <C> <C>
Interest Expense - Related Party $11,250 -- $ 11,250
Line of Credit 9,262 $3,305 5,957
Affiliate Interest -- $10,108 (10,108)
Interest Expense - convertible debentures $20,238 -- $20,238
</TABLE>
On March 31, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to the Company. As a result, total accrued interest
due on the loan in the amount of $62,871 was credited to additional paid in
capital. Affiliate interest for the three months ended June 30, 2007 was
$10,108.
On May 31, 2007, the Company closed on a Demand Line of Credit which bears
interest that fluctuates based on the prime lending rate. Total interest paid
was $9,262 for the three months ended June 30, 2008.
On February 11, 2008 the Company issued $500,000 in convertible debentures to
related parties. A total of $11,250 was expensed during the three months ended
June 30, 2008. In addition, in the first quarter of 2008, the Company issued a
$100,000 convertible debenture to an investor and a 2.0 million convertible
debenture to YAGI. Interest in the amount of $20,238 for these debentures was
expensed for the three months ended June 30, 2008. Interest expense from
discontinued operations of $10,014 and $11,115 for the three months ended June
30, 2008 and 2007 respectively have been excluded from these numbers.
SIX MONTHS ENDED JUNE 30, 2008 VERSUS THE SIX MONTHS ENDED JUNE 30, 2007
GENERAL AND ADMINISTRATIVE
General and administrative ("G&A") expenses for continuing operations for the
six months ended June 30, 2008 was $934,843 as compared to $401,185 for the
corresponding period in 2007. The increase of $533,658 in G&A expenses includes
the $140,000 expense related to the issuance of 2.0 million shares of stock
issued to YAGI as inducement to enter into the stock purchase agreement,
$120,000 prepayment penalties paid to related party and outside investors,
$74,579 in legal fees related to the Purchase Agreement with Triumvirate,
$21,458 increase in insurance, $17,160 increase in stock based compensation, and
$122,150 in legal settlements. SG&A expense for the periods ending June 30, 2008
and June 30, 2007 of $1,458,663 and $1,476,040 respectively for operations to be
disposed have been excluded.
INTEREST EXPENSE
Interest expense has increased $70,277 for the six months ended June 30, 2008,
as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------- ------------------- ----------------
2008 2007 Change
---------------------- ------------------- ----------------
<S> <C> <C> <C>
Interest Expense - Related Party $15,994 -- $ 15,994
Line of Credit 20,671 $3,305 17,366
Affiliate Interest -- $20,111 (20,111)
Interest Expense - convertible debentures $57,028 -- $57,028
</TABLE>
On March 31, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to the Company. As a result, total accrued interest
due on the loan in the amount of $62,871 was credited to additional paid in
capital. Affiliate interest for the six months ended June 30, 2007 was $20,111.
On May 31, 2007, the Company closed on a Demand Line of Credit which bears
interest that fluctuates based on the prime lending rate. Total interest paid
was $20,671 for the six months ended June 30, 2008.
20
<PAGE>
On February 11, 2008 the Company issued $500,000 in convertible debentures to
related parties. A total of $15,994 was expensed during the six months ended
June 30, 2008. In addition, in the first quarter of 2008, the Company issued a
$100,000 convertible debenture to an investor and a 2.0 million convertible
debenture to YAGI. Interest in the amount of $57,028 for these debentures was
expensed in the first six months of 2008. Interest expense from discontinued
operations of $20,037 and $20,862 for the periods ended June 30, 2008 and 2007
respectively have been excluded from these numbers.
LIQUIDITY AND CAPITAL RESOURCES
The Company's continuing operating activities used $658,014 of cash in 2008 as
compared to $559,341 cash used in 2007. The Company's capital requirements
consist of general working capital needs and planned capital expenditures. The
Company's capital resources consist primarily of cash generated from investing
activities.
The Company had been unable to secure the financing necessary to expand its
current operations. Potential sources of financing have been deterred by the
large amount of convertible debt that the Company has issued to YA Global
Investments and others. The proceeds from the sale to Triumvirate were used, in
part, to eliminate all of that convertible debt. Following the closing of the
Purchase Agreement, we remain a public company listed on the OTC Bulletin Board.
This situation will enable the Company to initiate new business operations
without the burden of debt from past operations
Non-cash adjustments for continuing operations recorded for the six months ended
June 30, 2008 totaled $1,654,588 and consisted of $50,426 in stock based
compensation, $2,964,484 amortization of debt discount, $31,011 in deferred
taxes, $140,000 stock based fees, ($2,920,000) change in derivative liabilities,
and $1,388,667 cost of reduction of guarantee. Net cash flows of $962,795 from
discontinued operations have been excluded from the above.
Accounts payable for continuing operations at June 30, 2008 totaled $78,050, an
increase of $32,018 from the December 31, 2007 balance of $46,032. Accounts
payable of $1,824,860 and $1,854,585 for the six months ended June 30, 2008 and
2007 from operations to be disposed of have been excluded from these numbers.
Accrued expenses for continuing operations at June 30, 2008 totaled $156,921, a
decrease of $189,996 from the December 31, 2007 balance of $346,917. Accrued
expenses as of December 31, 2007 included $286,000 of stock based compensation.
Accrued expenses of $410,932 and $445,139 for the six months ended June 30, 2008
and 2007 from operations to be disposed of have been excluded from these
numbers.
Net of discontinued operations, the Company had a positive working capital
position of $1,503,515 as of June 30, 2008 as compared to a negative working
capital position of $608,527 as of June 30, 2007.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company conducted an evaluation of the design and operation of our
disclosure controls and procedures, as defined under Rule 13a-15(e) and
15d-15(e) under the Exchange Act of 1934, as amended (the `Exchange Act"), as of
June 30, 2008. The Company's disclosure controls and procedures are designed (i)
to ensure that information required to be disclosed by it in the reports that it
files or submits under the Exchange Act are recorded, processed and summarized
and reported within the time periods specified in the SEC's rules and forms and
(ii) to ensure that information required to be disclosed in the reports the
Company files or submits under the Exchange Act is accumulated and communicated
to its management, including its Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
as of June 30, 2008 in alerting management on a timely basis to information
required to be included in the Company's submissions and filings under the Act.
There was no change in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) during the quarter ended June 30, 2008 that has materially affected or is
reasonably likely to materially affect the Company's internal control over
financial reporting.
21
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following are exhibits filed as part of the Company's Form 10-QSB for the
period ended June 30, 2008:
Exhibit Number Description
--------------------------------------
31.1 Certification of Chief Executive Officer pursuant to Exchange Act
Rules13a-15(e) and 15d-15(e).
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules
13a-15(e) and 15d-15(e).
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the date indicated.
GS EnviroServices, Inc.
By: /S/ JAMES F. GREEN
------------------------
JAMES F. GREEN
President, Chief Executive Officer
By: /S/ DORIS CHRISTIANI
--------------------------
DORIS CHRISTIANI
Chief Financial Officer
Date: August 14, 2008
22
</TEXT>
</DOCUMENT>
http://www.sec.gov./Archives/edgar/data/1163966/000126912708000142/gsenq208.txt
Link to all files.
http://www.sec.gov./cgi-bin/browse-edgar?company=&CIK=gsen&filenum=&State=&SIC=&owner=include&action=getcompany
The 17th
investopedia says.
http://www.investopedia.com/terms/e/ex-dividend.asp
A classification of trading shares when a declared dividend belongs to the seller rather than the buyer. A stock will be given ex-dividend status if a person has been confirmed by the company to receive the dividend payment.
A stock trades ex-dividend on or after the ex-dividend date (ex-date). At this point, the person who owns the security on the ex-dividend date will be awarded the payment, regardless of who currently holds the stock. After the ex-date has been declared, the stock will usually drop in price by the amount of the expected dividend.
8k states
On October 6, 2008 the Board of Directors of GS Enviroservices declared a dividend of $.07 per share. The dividend will be payable to shareholders of record at the close of business on October 17, 2008. The payment date for the dividend will be October 24, 2008.
Why exactly is the company paying per share almost what the stock is selling for? Generous or a payback to shareholders. I do not know the history here. So some help, please.
If you hold it thru the 24th I believe. Someone please correct me if I'm wrong.
If you hold it thru the 24th I believe. Someone please correct me if I'm wrong.
Right on, pkripper! Yes, that is correct, holter. See ya in the morning.....
So I could buy this stock before the 17th of October and get a .07 dividend per share.
nice day today. lets get some .14's tomorrow.
GSEN 12s getting hammered! News is imminent, imo. PR said "timely announcements" = BEFORE record date for dividend {October 17th is record date}.....
No. The big thing here is the 7 cent dividend {see PR} and possible merger/reverse merger. Less than 16M shares OS.
SUMMARY OF THE TRANSACTION
This Summary of the Transaction describes the most important terms of the
Purchase Agreement. The complete text of the Purchase Agreement is available on
the EDGAR Website maintained by the Securities and Exchange Commission, where it
is filed as an exhibit to the Current Report on Form 8-K that was filed by the
Company on April 4, 2008. In addition, a copy will be mailed to any shareholder
who requests one by writing to the Company's Chief Financial Officer at the
Company's executive offices.
<PAGE>
Principal Terms of the Transaction and Purchase Agreement
o The Company will sell substantially all of its assets to Triumvirate.
Specifically, the assets to be sold are substantially all of the
assets of Enviro-Safe and the capital stock of Enviro-Safe (NE).
Enviro-Safe and Enviro-Safe(NE) are the Company's two operating
subsidiaries, and are wholly-owned.
o Triumvirate will assume responsibility for certain designated
liabilities of Enviro-Safe, including its trade payables, its accrued
expenses, and certain identified executory contracts.
o The purchase price for the assets will be $5,000,000, to be paid in
cash on the closing date. In addition, approximately 120 days after
the closing, Triumvirate will pay the Company an amount equal to the
net working capital of Enviro-Safe and Enviro-Safe (NE) as of the
closing date. The purchase price will be applied first to the
following purposes: to satisfy the Company's liabilities to YA Global
Investments, to fund the repurchase of stock from GreenShift
Corporation by making payments to YA Global Investments on
GreenShift's behalf, to satisfy the Company's liabilities to TD
Banknorth and to the holders of its outstanding debentures (including
a $200,000 debenture held by James F. Green, the Company's CEO and
sole director), and to satisfy all tax liabilities. The Company will
also pay $200,000 to YA Global Investments to redeem 2,000,000 shares
and to secure its consent to an extension of the deadline for
prepayment of the Company's obligations to YA Global Investments. The
net amount of the purchase price will be paid to the Company directly.
Reduction in Outstanding Shares
o In connection with the signing of the Purchase Agreement, James F.
Green, the Company's President, agreed with the Company to rescind the
transaction in February 2008 in which the Company sold 4,366,667
shares of its common stock to Mr. Green for $200,000. In addition, the
satisfaction of the Company's debt to YA Global Investments will
result in the cancellation of 10,633,333 shares of the Company's
common stock, and the payment to YA Global Investments of an
additional $200,000 will result in the cancellation of an additional
2,000,000 shares. The result of these transactions will be to reduce
the number of outstanding shares to 15,573,578.
Anticipated Effect of the Transaction on the Company
o Management estimates that the amount paid by Triumvirate to the
Company (including the net working capital adjustment) will be
approximately $1,500,000, after payment of the indebtedness, taxes and
other obligations described above. Management also estimates that the
Company will have approximately $150,000 in liabilities remaining
after the closing, which may increase or decrease depending on the
results of operations prior to the closing date.
o Management intends to declare a dividend to the shareholders from the
proceeds of the sale. No assurance can be given, however, as to the amount
or timing of the dividend.
o Management intends to retain approximately $250,000
from the sale proceeds to pay tax liabilities relating to the sale and
to serve as working capital while management develops and implements a
new business plan for the Company. At this time, the nature of the new
business has not been determined.
Great, thanks! "timely announcements" means BEFORE the record date {October 17th} to me! :)
GS EnviroServices intends to pursue business opportunities in the environmental and alternative energy fields, and said it will provide timely announcements on such developments.
GS EnviroServices, Inc. (OTCBB: GSEN) announced Tuesday that the Company's board of directors of GSEN declared a dividend of 7 cents a share, payable on October 24, 2008 to shareholders of record on October 17, 2008. GS EnviroServices intends to pursue business opportunities in the environmental and alternative energy fields, and said it will provide timely announcements on such developments.
GSEN closed on Tuesday at $0.108, up 0.097.
This just a stock alert I posted.
http://ih.advfn.com/p.php?pid=nmona&cb=1223480529&article=28584906&symbol=NB%5EGSEN
You're welcome, pkripper. ubss & auto are both on the ask @ 12, now, then hill 20, hdsn, nite & etrd 51.
Bid: etrd 10.1, nite & auto 08, doms 06.....
thanks for the updates, The only connection I have to the market today is IHUB.
Thin on the ask: ubss @ 12, auto @ 17.5, arca @ 19, hill @ 20, hdsn nite & etrd @ 51.....
Decent volume early. 92,501 = 11,484 dollar volume.
Need some NEWS to propel this baby into the mid-high teens.....
I think more will join in tomorrow. If more news comes we may break .14 imo.
GSEN on buzz cloud! Nice! 881% gain will do that! :)
http://investorshub.advfn.com/boards/tcloud.aspx
GSEN shows up on buzz cloud. Interest increasing!
I'll be watching, I may yet buy after I dry up my powder, Tomorrow is going to be very interesting, I'd be surpised not to see .12+ to .14!
Up 881% on 667,915 shares volume worth $51,829. Not bad for starters..... :)
That last purchase was rescinded, shares were cancelled.
I hope so. Thanks. Wishing you were in for a possible ride. :)
GSEN-go to yahoo finance, check out insider transactions......
I think you made a good deal there bud. I like the way you thought that out. Tomorrow, others should be seeing it the same way.
Bid {.106} & Ask {.115} up ticks. EOM
Yes, this can not tank its gains like other 700%/900% stocks do. It has to hold a level of about .081 cause that is what it is worth as far as we know. It's not going below that level the next 10 days. Now it is a matter for those who see it and take it as high as they are daring. I think it goes higher for sure till then. Just don't sell people till you get your price. Those that are in at -.02/.04 are just going to take profit and raise the APPS. At the very least it is a play that all should be watching to learn what "special divy plays" do.
I must say though I do not own any GSEN! Wish I had seen it earlier in the day. At this point my power got all wet, lol.
Buy 30,000 shares @ .11 = $3,300. Get $2,100 back in 10 days from the 7 cent divi. You now have 30,000 shares for $1,200 = 4 cents per share. Current PPS is .108 and if there is sustainable PPS news then it's a no brainer. Just another thought..... :)
Sounds about right...this BABY is SET UP for news.....
I think the huge percentage increase, now showing, may deter some who think it's done or that it's too late to get in. Tomorrow could see a nice "little" rise. And additional news before the record date would insure it. Just a thought.....
It could be that Mr. Green is collecting on a bonus for what he is ABOUT to do with this company. I don't see where he is going to just sell out his shares AKA(double dip) for some sort of bonus, and infact I'm not sure he can even do that. SEC filings would show that. So that leaves a very low float IMO. News as to what they are up to will be the key. Volume had not been that much pre-div. announcement. And comparably even after, with respect to PPS, so, GSEN may hold alot of its value after the 17th afterall. Again NEWS is key.
Bid building, 2 @ .10, 1 @ .09 EOM
Got a little at stake here, had to take a peek. Thanks.....
Thank you, much of a wash to hold longer then
Very thorough DD, good job.
Your welcome. Thing I like is Ya and KK out of the picture.[as far as we can see] Still looking into this. To tired to read much. Lack of sleep. LOL
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_____________________________________________________________________________________________________________________________________________________________
Lets see what they do with the shell.
______________________________________________________________________________________________________________________________________________________________
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.
<PAGE>
http://www.sec.gov./Archives/edgar/data/1163966/000126912709000062/gsen8k77-09.txt
______________________________________________________________________________________________________________________________________________________________________
[chart]stockcharts.com/c-sc/sc?s=GSEN&p=D&b=5&g=0&i=p66659686558&r=7817[/chart]
___________________________________________________________________________________________________________________________________________________________
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