GRPX Greenplex Services Inc (PK)

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):  8/4/2014

Commission file number: 000-54046

GREENPLEX SERVICES, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada		27-0856924
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

 

2525 East 29^th Ave.

Suite. 10-B

Spokane, WA 99223

 (Address of principal executive offices)

(208) 591-32810

(Registrant’s telephone number)

_____________

(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(17CFR240.14a-12) [  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b)) [  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

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Items to be Included in this Report

ITEM 1.01  Entry into a Material Definitive Agreement

Shares Purchased

On August 4, 2014, GreenPlex Services, Inc. (“GreenPlex”) entered into a definitive stock purchase agreements with three unaffiliated accredited investors who purchased 400,000 shares of restricted common stock in aggregate at $.15 per share.  In addition to the issuance of the restricted common stock, the company issued 200,000 three year stock purchase warrants for common stock which have an exercise price of $.60 per share.

There were no fees, commissions or professional fees for services rendered in connection with the sale of the common stock and warrants.  The transaction was arranged and undertaken by the officers of GreenPlex.

Amended Option to Joint Venture

On March 24, 2014 GreenPlex and C.S. Analytics LLC executed an Option to Enter into a Joint Venture agreement under which Greenplex has the option to enter into a 50/50 joint venture with C.A.  Analytics LLC upon payment of capital contributions in the amount of $1,500,000 for the formation of the joint venture limited liability company to be named the CannaSafe-Greenplex LLC.  The $1.5 million capital contribution is to be in two tranches, $750,000 upon closing of the joint venture and execution of the Operating Agreement and $750,000 within 45 days thereafter.  CannaSafe will contribute certain business assets, technology, know how, test protocols, and assets valued at $1,500,000 to the joint venture company at closing.  GreenPlex paid a $50,000 option fee with regard to the original option agreement, then paid an additional $50,000 to extend the option period from May 26, 2014 to July 10, 2014 and another $30,000 on August 4, 2014 to further extended the Option to September 15, 2014.  The aggregate $130,000 in option fees has been paid by Greenplex, plus a loan in the amount of $20,000, for a total of $150,000 which is creditable towards the first tranche of capital contribution due from GreenPlex at closing.  Of this $150,000, $130,000 is non-refundable if the Joint Venture is not formalized.

The aggregate of $130,000, plus $20,000 in loans, which will be forgiven, will all creditable toward the first tranche of the capital contribution due from GreenPlex at the closing, but $130,000 is non-refundable if the JV is not formalized.  The purpose of the joint venture is to operate a cannabis testing facility in Pullman, Washington, and to expand to other states.  A draft joint venture Operating Agreement pursuant to which the parties would form the joint venture was attached as an exhibit to the option agreement.  C.S. Analytics LLC is based in Temecula, California and is the only ISO/IEC 17925-2005 accredited cannabinoid profiling laboratory in the United States.  C.A. Analytics LLC is accredited in accordance with the recognized International Standard ISO/IEC 17025-2005 and this accreditation demonstrates technical competence for a defined scope and operation of a laboratory quality management system.

ITEM 3.02.Unregistered Sales of Securities.

  

On August 4, 2014, Greenplex Services, Inc. (“GreenPlex”) entered into a definitive stock purchase agreements with three unaffiliated accredited investors who purchased 400,000 unregistered shares, in aggregate, of Par Value ($0.0001) common stock from its treasury at $0.15 per share in exchange for a total of $60,000 cash.  In addition to the issuance of the restricted common stock, the company issued 200,000 three year stock purchase warrants which have an exercise price of $.60 per share.  The Company sold these restricted shares to further capitalize the Company in order to pay operating expenses, to extend it option to purchase with C and to assist in executing it business plan.

In the issuance of the securities referenced under Item 1.01 of this report we are relying on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 for sales to sophisticated investors given full disclosure.  We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale and no fees were paid in connection with the transaction.

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ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, entered into by the Company on August 4, 2014.
10.2		Amended Option to Joint Venture agreement with C.S. Analytics LLC dated August 4, 2014

SIGNATURE(S)

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.

Greenplex Services, Inc. (Registrant)

Date: August 8, 2014 By: /s/   Victor T. Foia Victor T. Foia President and CEO

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EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

  

This Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2014, among Greenplex Services, Inc., a Nevada corporation (the “Seller”), and ______________, an individual (the “Buyer”); and

  

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company _________________ shares of Restricted Common Stock and ________________________ Stock Purchase Warrants on the Closing Date.

  

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agrees as follows:

ARTICLE 1

PURCHASE AND SALE OF COMMON STOCK

AND STOCK PURCHASE WARRANTS

1.1

Sale of Common Stock and Stock Purchase Warrants.  Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock and Stock Purchase Warrants of the Company set forth on Schedule 1 attached hereto.

ARTICLE 2

CLOSING

2.1

Closing Date.  The Closing shall be consummated in accordance with Section 1.1 above.

2.2

Purchase Price.  The purchase price for the Common Stock and the Warrants (the "Purchase Price") shall be equal to ________________ Dollars ($_________) or _________ shares of restricted common stock at $.15 per share, including _________________ Three year Stock Purchase Warrants exercisable at $.60 per share.

2.3

Seller's Deliveries.  Prior to Closing or shortly thereafter, Seller shall deliver to Buyer all the following:

(1)

Stock certificates representing _________ shares of restricted Common Stock.

(2)

A Stock Purchase Warrant Agreement to purchase __________________ additional shares at Sixty ($.60) cents per share pursuant to the terms and conditions defined the Agreement

(3)

A copy of the Company’s most recent filings with the Securities & Exchange Commission;

(4)

If requested, a Certificate of Good Standing issued by the Secretary of State of the state of Nevada; and

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(5)

Any and all other instruments, agreements or certificates contemplated by this Agreement or otherwise requested by Buyer.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1

Representations of the Seller.  The Seller hereby represents and warrants to Buyer as follows:

(1)

Corporate Status.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  The Company has the requisite power and authority to carry on the business as now being conducted.  The Company is legally qualified to transact business as a foreign corporation in all jurisdictions where failure to be so qualified would have a material adverse effect on its business.  There is no pending or, to the Company's knowledge, threatened, proceeding for the dissolution, liquidation, insolvency or rehabilitation of the Company.

(2)

Power and Authority.  The Company has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The Company has taken all action necessary to authorize its execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.  This Stock Purchase Agreement has been approved by the Board of Directors of the Company, pursuant to a unanimous written consent.

(3)

Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(4)

Capitalization.  All of the issued and outstanding shares of common capital stock of the Company (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal securities laws, and (iii) were not issued in violation of any preemptive rights or rights of first refusal.  No preemptive rights or rights of first refusal exist with respect to the shares of capital stock of the Company and no such rights arise by virtue of or in connection with the transactions contemplated hereby.  There are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require the Company to issue or sell any shares of its capital stock (or securities convertible into or exchangeable for shares of its capital stock).  There are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.  There are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the capital stock of the Company.  The Company is not obligated to redeem or otherwise acquire any of its outstanding shares of capital stock.

(5)

Shareholders of the Company.  The Company's shareholders own the Common Stock free and clear of all liens, restrictions and claims of any kind.  Such shares are not subject to any voting trust agreement, proxy or other contract.

(6)

No Violation.  The execution and delivery of this Agreement by the Company, the performance by the Company and the respective obligations hereunder and the consummation by the Seller of the transactions contemplated by this Agreement will not (i) contravene any provision of the articles of incorporation or bylaws of the Company, (ii) violate any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Company or Seller; (iii) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract which is applicable to, binding upon or enforceable

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against the Company, (iv) result in or require the creation or imposition of any lien upon or with respect to any of the property or assets of the Company, or (v) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person.

(7)

Records.  The copies of the articles of incorporation, bylaws and all Securities & Exchange filings of the Company, which are available for review by the Buyer are true, accurate and complete and reflect all amendments made through the date of this Agreement.  All material corporate actions relating to the Company's business or relating to the transactions contemplated by this Agreement taken by the Company have been duly authorized or ratified.  All accounts, books, ledgers and official and other records of the Company and relating to its business or relating to the transactions contemplated by this Agreement have been fully, properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained therein.

(8)

Litigation.  There is no action, suit, or other legal or administrative proceeding relating to the Company pending or to its knowledge threatened against the Company or which questions the validity or enforceability of this Agreement or the transactions contemplated hereby.  There are no outstanding orders, decrees or stipulations relating to the Company issued by any governmental authority in any proceeding to which the Company is or was a party which have not been complied with in full or which continue to impose any material obligations on the Company.

(9)

Good Title to, Condition of and Adequacy of Assets.

(i)

The Company has good and marketable title to all of its assets, free and clear of any liens or restrictions on use.

(ii)

All of the Company's assets are in good operating condition, subject to normal wear and tear and have been maintained in accordance with commercially reasonable practices.

(iii)

All of the Company's assets constitute all of the assets and properties known to the Company, which are necessary for the conduct of its business in the manner in which and to the extent to which such business was conducted prior to the date hereof.

(10)

Compliance with Laws.  The Company is and has been in compliance in all material respects with all laws, regulations and orders applicable to its business.  The Company has not been cited, fined or otherwise notified of any asserted past or present failure to comply with any laws, regulations or orders and no proceeding with respect to any such violation is pending or to its knowledge, threatened, which could result in liabilities which would materially and adversely affect the Company's ability to enter into and perform its obligation under this Agreement, or which would materially and adversely affect its business.

(11)

Tax Matters.  All tax returns previously filed with respect to the Company, or any of its income, properties, franchises or operations have been filed, each such tax return has been prepared in compliance with all applicable laws and regulations, and all such tax returns are true and complete in all respects.  All taxes due and payable by or with respect to the Company, whether or not reflected on the Tax Returns, have been paid or accrued on the current balance sheet.

(12)

Accuracy of Information Furnished to Buyer.  No representation, statement or information made or furnished by the Company to Buyer in this Agreement contains any untrue statement of a material fact or omits or shall omit any material fact necessary to make the information contained therein not misleading.

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3.2

Representations of Buyer .  Buyer hereby represents and warrants to Seller as follows:

(1)

Status.  Buyer is an individual and may or may not be deemed to be an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and possess the business and investment experience required to enter into this agreement.

(2)

Power and Authority.  Buyer has the legal ability to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  Buyer has taken all action necessary to authorize its execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

(3)

Enforceability.  This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

ARTICLE 4

ADDITIONAL AGREEMENTS

4.1

Further Assurances.  The Company shall, from time to time after the Closing Date when so requested by Buyer, perform, execute, acknowledge or deliver or cause to be performed, executed, acknowledged or delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required for assigning, transferring, granting, conveying, selling, assuring and confirming to Buyer and its successors and assigns, and for aiding and assisting in reducing to possession, the shares of Common Stock to Buyer as herein contemplated.

4.2

Indemnity.

(1)

The Company agrees to indemnify and hold harmless Buyer from and against any and all losses and expenses incurred or suffered by Buyer in connection with or arising from any breach by the Company of their representations, warranties and covenants in this Agreement.

(2)

Buyer agrees to indemnify and hold harmless the Company from and against any and all losses and expenses incurred or suffered by Seller and the Company in connection with or arising from any breach by Buyer of its representations, warranties and covenants in this Agreement.

ARTICLE 5

MISCELLANEOUS

5.1

Headings.  The subject headings of the sections and subsections of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

5.2

Modification and Waiver.  This Agreement and the Exhibits attached hereto, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

5.3

Rights of Parties.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.  Nothing in this Agreement, whether express or

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implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over against any party to this Agreement.

5.4

Notices.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given by commercial messenger delivery service with signature verification of delivery, or on the third business day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Seller and the Company at:

2525 East 29^th Ave.

Suite 10-B

Spokane, WA 99223

To Buyer at:

__________________

__________________

__________________

Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above.

5.5

Governing Law.  This Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day and year first above written.

Seller :

Greenplex Services, Inc.

By:____________________________

Victor T. Foia, President

Buyer :

By: __________________________

 ______________

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SCHEDULE 1

Name	Number of Shares	Number of Warrants

EXHIBIT 10.2

Extension to the Option to Enter into a Joint Venture

This extension to the Option to Enter a Joint Venture (“Extension”) dated March 24, 2014 is granted and effective as of May 24, 2014 by C.S. Analytics, LLC (“CSA”) as Optionor and Greenplex Services, Inc. (“GSI”)as Optionee.

Recitals

CSA and GSI entered into an Option to Enter into a Joint Venture on March 24, 2014 which expired May 26, 2014. Both parties wish to extend the option period to September 15, 2014.

NOW, THEREFORE, the parties covenant and agree as follows:

1. Extension Fee: Upon execution of this Extension, GSI shall pay to CSA an extension fee of Thirty Thousand Dollars ($30,000). The fee will be non-refundable and will be deemed earned at the time of the payment. In the event that GSI properly exercises the option as provided for in the Option Agreement, the Thirty Thousand Dollar extension fee will be deemed to be part of the capital contribution by GSI.

2. Expiration Date: This Extension shall expire at 5 P.M. PDT on September 15, 2014 and shall no longer have any force and effect.

All other terms and conditions of the Option Agreement shall remain unchanged.

IN WITNESS WHEREOF, the Parties have executed this Extension as of the day and year first written above.

C.S. Analytics, LLC

Greenplex Services, Inc.

By:  /s/ Matthew Haskin

By: /s/ Victor T. Foia

Matthew Haskin

Victor T. Foia

Managing Member

CEO