UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 15, 2019
GREEN ENVIROTECH HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54395 | 32-0218005 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 14699 Holman Mtn. | ||
| Jamestown CA | 95327 | |
| (Address of principal executive offices) | (Zip code) |
| Registrant’s telephone number, including area code: | (209) 848-4384 |
N/A
(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:
| [ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES
On January 16, 2019, we and Gary DeLaurentiis agreed to convert $137,000 of his accrued, but unpaid compensation into 137,000,000 restricted shares of our common stock, using a conversion price of $0.001 per share.
No general solicitation was used in the above securities transaction. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder as not involving any public offering.
ITEM 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On January 15, 2019, Chris Bowers resigned as our president, chief executive officer, and director to focus on other professional and philanthropic endeavors. Mr. Bowers’ resignation was not the result of any disagreement between Mr. Bowers and the company on any matter relating to our operations, policies, or practices. Mr. Bowers will remain as a consultant to the company.
Also on January 15, 2019, our board of directors appointed Gary De Laurentiis as the new chief executive officer. Mr. De Laurentiis was our chief executive officer from 2009 through 2016 and has been chairman of the board of directors since July 2009. Mr. DeLaurentiis has been active in the plastics recycling business for nearly 30 years. In partnership with the Chinese government, he designed and built his first plastics recycling plant in 1987. In the years since, he has designed, remodeled, built, and operated plants in Mexico, North Carolina, Ohio, Florida, California, and Canada for both local governments and private industries. From 1992 to 1995, Mr. De Laurentiis worked directly with the state government in Campeche, Mexico, living on-site for 18 months while directing the entire project. In 1996, an Ohio-based group recruited Mr. De Laurentiis to open a shuttered recycling plant. Mr. De Laurentiis started ECO2 Plastics Inc. in 1999 and left Eco2 Plastics in September 2008 to start Green EnviroTech. We and Mr. De Laurentiis have not yet entered into an employment agreement, but the parties intend for Mr. De Laurentiis to be paid a salary of $360,000 per year.
On January 15, 2019, our board of directors appointed Robert J. Anderson to fill the vacancy created by Mr. Bowers’ resignation. Mr. Anderson has been involved in the recycling industry since 1964. From 2013 to 2016, Mr. Anderson was the assistant to the president of International Reclamation, Inc., and from 2002 through 2016, Mr. Anderson was the owner of Central New York Reclamation, specializing in recycling tires. Mr. Anderson has also worked independently as in international finance consultant since 2001. The board concluded that Mr. Anderson should serve as a director based on his significant experience in the recycling and finance industries.
| 2 |
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an exhibit to this report:
Exhibit Number* |
Title of Document |
Location | ||
| Item 99 | Miscellaneous | |||
| 99.01 | Press release dated January 18, 2019 | Attached |
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. |
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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.
| GREEN ENVIROTECH HOLDINGS CORP. | ||
| Dated: January 18, 2019 | By: | /s/ Gary DeLaurentiis |
| Gary DeLaurentiis, Chief Executive Officer | ||
| 4 |
For Immediate Release:
Green EnviroTech Holdings Corp. Announces Officers and Board Departures and Additions
JAMESTOWN, CA—(Marketwired – January 18, 2019) - Green EnviroTech Holdings Corp. (OTC PINK: GETH) would like to announce the following changes to its management team and a new addition to its Board of Directors, effective immediately.
After two years of admirable service, GETH’s president and CEO, Mr. Chris Bowers, has stepped down from positions of president and a member of our board of directors to focus on other professional and philanthropic endeavors. Chris will remain as a consultant, with emphasis on expanding an existing financial relationship for us. Mr. Gary De Laurentiis, GETH’s founder and former president and CEO, will resume these important functions as Mr. Bowers departs.
Mr.
De Laurentiis stated, “I speak for the entire management team and our strategic partners when I say that we are grateful
for the energy and enthusiasm Chris brought to the team during his tenure. I look forward with enthusiasm to resuming the position
of CEO while advancing the ongoing projects in which I and the rest of the team are presently engaged.”
We would also like to announce the appointment of Mr. Robert ‘Skip’ Anderson as a new member to our board of directors. Bringing significant experience and expertise, Mr. Anderson has been involved in the recycling industry since 1964, when he purchased Richmond Iron and Metal Recycling in New York, the first of several scrap businesses he owned. Mr. Anderson and Mr. De Laurentiis became acquainted in 2010 when Mr. Anderson discovered an illegal tire dump buried beneath one of his recycling yards and needed to find a disposal solution.
Mr. Anderson stated, “I am very much looking forward to joining the GETH team. Our primary objectives in the New Year are getting the company into a strong revenue position and increasing shareholder value. We will accomplish this by rolling out as many GETH Gen 1 Tire Processing Plants as we can, both domestically and internationally.”
At this time, we would also like to introduce Craig Fischer, his contact details below, as our outside relations liaison.
About Green EnviroTech Holdings
Green EnviroTech Holdings Corp. (GETH) is first and foremost a technology company. Our mission is to find, develop, and implement practical, economical solutions to address environmental issues associated with the production of waste, energy, water, and food and to create jobs and stimulate economic growth in the local communities where we operate as we strive to achieve this mission. For more information on GETH, please visit: www.greenenvirotech.com.
Forward Looking Statements
This press release contains forward-looking statements that relate to future events, including our ability to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties, and other factors that are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, growth strategy, and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.
CONTACT INFORMATION
Public Relations and Media Contact:
Craig Fischer
786.375.0556
investors@greenenvirotech.com
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