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
December
13, 2010
Date of
Report
(Date of
Earliest Event Reported)
GREENMARK
ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
0-53259
|
20-5572576
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
of
incorporation)
|
Identification
No.)
|
300
Centerville Road
Suite
100E
Warwick, Rhode Island
02886
(Address
of Principal Executive Offices)
1504 R
Street, N.W.
Washington, D.C.
20009
|
(Former
Address of Principal Executive
Offices)
|
401/739-3300
(Registrant’s
Telephone Number)
ITEM
3.02
|
Unregistered
Sales of Equity Securities
|
On
December 11, 2010, the Registrant issued 4,000,000 shares of its common stock
pursuant to Section 4(2) of the Securities Act of 1933.
On
December 13, 2010 the Registrant issued 200,000,000 shares of its common stock
pursuant to Section 4(2) of the Securities Act of 1933.
ITEM
5.01
|
Changes
in Control of Registrant
|
On
December 13, 2010, the following events occurred which resulted in a change of
control of the Registrant:
1) The Registrant
issued 200,000,000 shares of common stock to the following shareholders in the
following amounts representing 97.5% of the total outstanding 205,000,000 shares
of common stock:
Dale
P. Euga
|
188,000,000
|
Arthur
M. Read, II
|
12,000,000
|
3. New
officers and directors were appointed and elected and the prior officer and
director resigned.
The
disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the
Securities and Exchange Commission on Form 10-12G on October 2, 2008 as updated
by the Annual Reports on Form 10-K filed on March 31, 2009 and April 15, 2010,
and supplemented by the information contained in this report.
The
Registrant intends to negotiate to enter an agreement for the acquisition and
control of Powerdyne Inc., an independent primary power provider
which manufactures, installs, owns and operates a self contained generator that
uses a modified radial air cooled engine as the prime mover. The
Powerdyne Unit runs on natural gas or propane, is clean burning, produces low
emissions, efficient, can run in extreme cold or high altitude and is compact
and light weight.
ITEM
5.02
|
Departure
of Directors or Principal Officers; Election of
Directors
|
On
December 13, 2010, James M. Cassidy resigned as the Registrant's president,
secretary and sole director.
On
December 13, 2010, the following persons were elected to the Board of
Directors of the Registrant:
|
Dale
P. Euga
|
Arthur M.
Read, II
On
December 13, 2010, the following persons were appointed to the following offices
of the Registrant:
Dale
P. Euga
|
Chief
Executive Officer, President
|
Arthur
M. Read, II
|
Vice
President, Secretary and General
Counsel
|
Dale P. Euga,. 63, serves as
the chief executive officer, president and a director of the
Registrant. From 1967 to 1971, Mr. Euga served in the United States
Army completing his service as commander of a Special Forces A-Team and retiring
with with a distinguished and honorable record. Mr. Euga
graduated in 1976 from The Boston Architectural College with a degree in
Architecture. From 1976 through 1988, Dale taught a design studio at the Boston
Architectural College. He became a Registered Architect in 1980 and
was further NCARB Certified in 1985 while owning and managing a very successful
architectural firm in Boston. In 1988 Mr. Euga formed ComVest
International Inc., which was responsible for the Organization and Financial
Management for International Projects such as the overview of the construction
of Mersa-Matruh Power and Desalination plant for the Government of Egypt. Mr.
Euga also directly arranged acquisition and construction financing and oversaw
the construction of industrial, manufacturing and resort facilities in Panama,
Netherlands, Belize, Bermuda and Spain, in addition to Dale worked as the
coordinator and overseer for the lenders. In 1996 in concert with
ComVest International Inc. Mr. Euga founded and managed Suburban Mortgage
Company and built the company into 60 brokers, 12 processors, and 18 insurance
agents plus a quality control team, and administrative staff. This complete full
spectrum financial service company with 92 employees was acquired by Directors
Mortgage Company (CA) in 2002. From 2002 to present Mr. Euga has been focused on
the organization and development of Powerdyne, Inc. specializing on the
company's primary design and technological development of the engine and support
systems and development and testing of fuel systems in support of the
application to power generation. He has been involved with the
company organization and facilities procurement including client development,
development of key staff, and continuing research and development of engine and
electrical components. Mr. Euga remains very active with the
Special Forces Association in Rhode Island and Massachusetts.
Arthur M. Read, II, Esq., 64,
serves as vice president, secretary, general counsel and as a director of the
Registrant. Mr. Read received his Bachelor of Arts degree from
Bethany College in 1968, and his Masters of Arts from University of Rhode Island
in 1971 and his Juris Doctor from Boston University in 1972.
From1972-2001, Mr. Read started as an Associate, then stockholder and
Vice-President of Gorham & Gorham, an established Rhode Island law firm, at
which he was engaged in the general practice of law with an emphasis on
litigation, family law and divorce litigation, extensive appellate practice,
commercial and business matters, municipal law (including representation of
municipalities and school committees, municipal boards and agencies),
negligence, estate planning and administration. From 1974-75, Mr.
Read was appointed by the Hon. Richard J. Israel (Ret.) (then Attorney General
and, later, Associate Justice of the Superior Court) as a Special Assistant
Attorney General. In 2001, Mr. Read II Esq. formed his own law
practice. Mr. Read is admitted to Rhode Island Supreme Court; United
States District Court, District of Rhode Island; United States Supreme Court;
United States Tax Court; and United States Court of Appeals, Mr. Read is a
member of the Rhode Island Bar Association, Rhode Island Trial Lawyers’
Association, and American Trial Lawyers’ Association.
ITEM
5.03
|
Amendments
to Articles of Incorporation
|
On
December 11, 2010, the shareholders of the Corporation and the Board of
Directors unanimously approved to increase the authorized number of shares of
common stock of the Corporation from 100,000,000 shares to 300,000,000 shares
effected and filed with the State of Delaware on December 13, 2010.
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 hereunder
duly authorized.
GREENMARK
ACQUISITION CORPORATION
Date:
December 13, 2010
James M.
Cassidy
President