8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 22, 2011

Environmental Infrastructure Holdings Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-124704	32-0294481
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Barr Harbor Drive, Ste. 400

West Conshohocken, PA  19428

 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 629-7646

__________________________

(Former Name or 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

The board of directors of Environmental Infrastructure Holdings Corp., a Delaware corporation (the “Company”) entered into debt settlement agreements with two of its officers to settle a portion of the back salary owed to the officers in exchange for shares of Series A Preferred Stock. In an effort to reduce liabilities of the Company while maintaining cash and capital for the Company’s operations, the Company issued a total of 4,007,633 shares of Series A Preferred Stock for the cancellation of $105,000.00 in Accrued Compensation liability. A copy of the executed settlement agreements are attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.03. Material Modifications to Rights of Security Holders.

Certificate of Designations, Rights and Preferences. The board of directors approved a Certificate of Designations, Rights and Preferences of the Series A Preferred Stock classifying and designating 25,000,000 shares of Series A Preferred Stock, par value $0.0001 of the Company’s previously authorized 25,000,000 shares, par value $0.0001 preferred stock. The Certificate of Designations, Rights and Preferences was filed with the Secretary of State of the State of Delaware and became effective August 22, 2011. A copy of the Certificate of Designations, Rights and Preference is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Designation, Amount and Par Value. The Series of preferred stock shall be designated as the Company’s Series A Preferred Stock, and the number of shares so designated shall be up to Twenty-Five Million (25,000,000), which shall not be subject to increase without the consent of the Holder(s) of the Series A Preferred Stock (the “Holder(s)”). Each share of Series A Preferred Stock shall have a par value of One-Hundredth of One Cent ($0.0001) per share.

Dividends. The holders of the Series A Preferred Stock (the “Holders”) shall be entitled to receive non-cumulative dividends in preference to any dividend on the Common Stock.  The total of any and all dividends to be issued shall be pooled. Seventy-Five Percent (75%) of such pool shall be issued as a dividend to the Holders on a per share basis.  The remaining Twenty-Five Percent (25%) of the pool shall be issued as a dividend to the holders of the Common Stock according to the Company’s Bylaws, as amended.

Voting Rights. (a) Except as otherwise provided by applicable law and in addition to any voting rights provided by law, the holders of outstanding shares of the Series A Preferred Stock: (i) shall be entitled to vote together with the holders of the Common Stock as a single class on all matters submitted for a vote of holders of Common Stock; (ii) shall have such other voting rights as are specified in the Articles of Incorporation or as otherwise provided by Delaware law; and (iii) shall be entitled to receive notice of any stockholders' meeting in accordance with the Articles of Incorporation and By-laws of the Company. For purposes of the voting rights set forth in this Section 3(a), each share of Series A Preferred Stock shall have a voting right equivalent to Fifty (50) votes of Common Stock.

Restrictions. Any sale, transfer, exchange, distribution or other conveyance whether with or without consideration (the “Transfer”) may only be conducted with Thirty (30) days prior notice and the consent of all other Holders of the Series A Preferred Stock, which consent may be withheld for any and all reasons.  Any Transfer conducted with the consent of all Holders of the Series A Preferred Stock, will result in a conversion at a rate of One (1) share of Series A Preferred Stock equaling Two (2) shares of Common Stock.  Any Transfer conducted without the consent of all Holders of the Series A Preferred Stock, will result in a conversion at a rate of One (1) share of Series A Preferred Stock equaling One (1) share of Common Stock.

Liquidation, Dissolution or Winding Up. (a) In the event of any liquidation or winding up of the Company, the Holder of the Series A Preferred Stock shall be issued Two (2) shares of Common Stock for every share of Series A Preferred Stock on liquidation prior to the conversion. (b) A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation.

Poison Pill. In the event that Two (2) or more shareholders who combined own more than Twenty Percent (20%) of the outstanding Common Stock enter into an agreement, arrangement, or understanding (not including solicitation of revocable proxies) for the purpose of acquiring, holding, voting, or the disposing of any voting securities of the Company, then the Holders of Series A Preferred Stock as a class shall be issued Two (2) shares of Common Stock for every share of Common Stock outstanding.

Amendment. This Certificate of Designation constitutes an agreement between the Company and the Holder(s) of Series A Preferred Stock. It may be amended by a vote of the Board of Directors of the Company and the Holders of a majority of the outstanding shares of Series A Preferred Stock.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The board of directors approved a Certificate of Designations, Rights and Preferences of the Series A Preferred Stock classifying and designating 25,000,000 shares of Series A Preferred Stock, par value $0.0001 of the Company’s previously authorized 25,000,000 shares, par value $0.0001 preferred stock. The Certificate of Designations, Rights and Preferences was filed with the Secretary of State of the State of Delaware and became effective August 22, 2011. See Item 3.03. incorporated herein by reference for more information regarding the Series A Preferred Shares. A copy of the Certificate of Designations, Rights and Preference is attached hereto as Exhibit 3.1 and incorporated herein by reference

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this report:

Exhibit Number                     Description

3.1 Certificate of Designations, Rights and Preferences setting for the terms of the Series A Preferred Stock of Environmental Infrastructure Holdings, Inc.

10.1 Settlement Agreements for Michael Parrish and Kurt Given providing for the issuance of Series A Preferred Shares in exchange for portions of their Accrued Compensation.

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.

Date: October 19, 2011	ENVIRONMENTAL INFRASTRUCTURE HOLDINGS CORP.
	By: /s/ Michael D. Parrish Name: Michael D. Parrish Title: Chairman and Chief Executive Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION AND

DETERMINATION OF RIGHTS AND PREFERENCES

OF

SERIES A PREFERRED STOCK

(Par Value $0.0001)

OF

ENVIRONMENTAL INFRASTRUCTURE HOLDINGS CORP.

_________________________________________

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

_________________________________________

The undersigned, Michael Parrish, does certify that:

1.   They are the Chief Executive Officer and director of Environmental Infrastructure Holdings Corp., a Delaware corporation (the “Company”).

2.   The Company is authorized to issue Twenty-Five Million (25,000,000) shares of preferred stock, none of which have previously been issued.

3.   The following resolutions were duly adopted by the Board of Directors:

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of Twenty-Five Million (25,000,000) shares, a par value of One-Hundredth of One Cent ($0.0001) per share, issuable from time to time in one or more series, none of which have previously been issued;

WHEREAS, the Articles of Incorporation authorize the Board of Directors of the Company to fix the dividend rights, dividend rate, voting rights, conversion rights, and rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock, and the number of shares constituting the Series and the designation thereof, of any of them;

WHEREAS, it is the desire of the Board of Directors of the Company, to file a Certificate of Designation with the Secretary of State of Delaware, designating Twenty-Five Million (25,000,000) shares of Series A Preferred Stock, none of which have been previously issued;

WHEREAS, it is the desire of the Board of Directors of the Company, pursuant to its authority foresaid, to designate the rights, preferences, and limitations of the shares of Series A Preferred, and to file the Certificate of Designation for the Series A Preferred Stock the Company;

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights, unpaid compensation or other property, and does hereby fix and determine the rights, preferences, restrictions, and other matters relating to the Series A Preferred Stock as follows:

Section 1.                      Designation, Amount and Par Value. The Series of preferred stock shall be designated as the Company’s Series A Preferred Stock, and the number of shares so designated shall be up to Twenty-Five Million (25,000,000), which shall not be subject to increase without the consent of the Holder(s) of the Series A Preferred Stock (the “Holder(s)”). Each share of Series A Preferred Stock shall have a par value of One-Hundredth of One Cent ($0.0001) per share.

Section 2.                      Dividends. The holders of the Series A Preferred Stock (the “Holders”) shall be entitled to receive non-cumulative dividends in preference to any dividend on the Common Stock.  The total of any and all dividends to be issued shall be pooled. Seventy-Five Percent (75%) of such pool shall be issued as a dividend to the Holders on a per share basis.  The remaining Twenty-Five Percent (25%) of the pool shall be issued as a dividend to the holders of the Common Stock according to the Company’s Bylaws, as amended.

Section 3.                      Voting Rights.

(a) Except as otherwise provided by applicable law and in addition to any voting rights provided by law, the holders of outstanding shares of the Series A Preferred Stock:

                                (i) shall be entitled to vote together with the holders of the Common Stock as a single class on all matters submitted for a vote of holders of Common Stock;

                                (ii) shall have such other voting rights as are specified in the Articles of Incorporation or as otherwise provided by Delaware law; and

                                (iii) shall be entitled to receive notice of any stockholders' meeting in accordance with the Articles of Incorporation and By-laws of the Company.

For purposes of the voting rights set forth in this Section 3(a), each share of Series A Preferred Stock shall have a voting right equivalent to Fifty (50) votes of Common Stock.

Section 4.                      Restrictions. Any sale, transfer, exchange, distribution or other conveyance whether with or without consideration (the “Transfer”) may only be conducted with Thirty (30) days prior notice and the consent of all other Holders of the Series A Preferred Stock, which consent may be withheld for any and all reasons.  Any Transfer conducted with the consent of all Holders of the Series A Preferred Stock, will result in a conversion at a rate of One (1) share of Series A Preferred Stock equaling Two (2) shares of Common Stock.  Any Transfer conducted without the consent of all Holders of the Series A Preferred Stock, will result in a conversion at a rate of One (1) share of Series A Preferred Stock equaling One (1) share of Common Stock.

Section 5.                      Liquidation, Dissolution or Winding Up.

(a) In the event of any liquidation or winding up of the Company, the Holder of the Series A Preferred Stock shall be issued Two (2) shares of Common Stock for every share of Series A Preferred Stock on liquidation prior to the conversion.

(b) A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation.

Section 6.                      Poison Pill. In the event that Two (2) or more shareholders who combined own more than Twenty Percent (20%) of the outstanding Common Stock enter into an agreement, arrangement, or understanding (not including solicitation of revocable proxies) for the purpose of acquiring, holding, voting, or the disposing of any voting securities of the Company, then the Holders of Series A Preferred Stock as a class shall be issued Two (2) shares of Common Stock for every share of Common Stock outstanding.

Section 7.                       Amendment. This Certificate of Designation constitutes an agreement between the Company and the Holder(s) of Series A Preferred Stock. It may be amended by a vote of the Board of Directors of the Company and the Holders of a majority of the outstanding shares of Series A Preferred Stock.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its Chief Executive Officer, and attested to by a Director this ____ of August, 2011.

By:___________________________________

Michael Parrish, CEO, Director

Acknowledgement

State of: _________________) s.s.:

County of: _______________ )

On this ______day of August, 2011, I certify that the preceding document is a true, exact, complete and unaltered copy made by me of the Certificate of Designation, presented to me by Michael Parrish.

[SEAL]

________________________________________

Name: _____________________, Notary Public

My Commission Expires: ________

EX-10.1

Exhibit 10.1

-----------------------------------------------

BACK SALARY PARTIAL SETTLEMENT AGREEMENT

-----------------------------------------------

TO:          Environmental Infrastructure Holdings Corp.

 Four Tower Bridge

 200 Barr Harbor Drive, Ste. 400

 West Conshohocken, PA 19428

1.Pursuant to the duly executed Employment Agreement, Mr. Michael D. Parrish, Chief Executive Officer of Environmental Infrastructure Holdings Corp. (“EIHC”) is entitled to an annual salary of One Hundred Seventy-Five Thousand ($175,000.00) Dollars plus increases and bonuses. As of September 30, 2011 Mr. Parrish is owed Six Hundred Thirteen Thousand Eight Hundred Fifty-Nine Dollars ($613,859.00) in unpaid salary and bonuses (the “Accrued Compensation”).

2.In an effort to reduce cash outlays of EIHC, Mr. Parrish has agreed to accept shares of EIHC Series A Preferred Stock (the “Shares”) for partial payment of the Accrued Compensation.

3.EIHC hereby agrees to issue Two Million Eight Hundred Sixty-Two Thousand Five Hundred Ninety-Five (2,862,595) Shares to Mr. Parrish as payment for Seventy-Five Thousand Dollars ($75,000.00) of the Accrued Compensation at a price of ($0.0262) per share at the close of business on date hereof.

4.The balance of the Accrued Compensation after this issuance shall be Five Hundred Thirty-Eight Thousand Eight Hundred Fifty-Nine Dollars ($538,859.00).

5.This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

6.This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date below.

By:           ____________________________                                        By:           ____________________________

Name:      Kurt M. Given                                                                                Name:      Michael D. Parrish

Title:        Treasurer                                                                                        Title:         Chief Executive Officer /President

Date:

-----------------------------------------------

BACK SALARY PARTIAL SETTLEMENT AGREEMENT

-----------------------------------------------

TO:           Environmental Infrastructure Holdings Corp.

  Four Tower Bridge

  200 Barr Harbor Drive, Ste. 400

  West Conshohocken, PA 19428

1.Pursuant to the duly executed Employment Agreement, Mr. Kurt M. Given, Chief Executive Officer of Equisol, LLC a wholly owned subsidiary of Environmental Infrastructure Holdings Corp. (“EIHC”) is entitled to an annual salary of One Hundred Thousand ($100,000.00) Dollars. As of September 30, 2011 Mr. Given is owed Seventy-Five Thousand Dollars ($75,000.00) in unpaid salary (the “Accrued Compensation”).

2.In an effort to reduce cash outlays of EIHC, Mr. Given has agreed to accept shares of EIHC Series A Preferred Stock (the “Shares”) for partial payment of the Accrued Compensation.

3.EIHC hereby agrees to issue One Million One Hundred Forty-Five Thousand Thirty-Eight (1,145,038) Shares to Mr. Given as payment for Thirty Thousand Dollars ($30,000.00) of the Accrued Compensation at a price of ($0.0262) per share at the close of business on the date hereof.

4.The balance of the Accrued Compensation after this issuance shall be Forty-Five Thousand Dollars ($45,000.00).

5.This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

6.This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date below.

By:           ____________________________                                        By:           ____________________________

Name:      Kurt M. Given                                                                                Name:      Michael D. Parrish

Title:        Treasurer                                                                                        Title:         Chief Executive Officer /President

Date: