Attached files
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
March 8, 2011
(Date of Report)
GLOBAL GREEN HOLDINGS, LIMITED
(Exact name of registrant as specified in its charter)
Wisconsin 000-54134 27-2990368
(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction
of incorporation)
The John Hancock Center
Suite 3100
Chicago, IL 60611
(Address of principal executive offices)
(312-794-7813)
(Registrant's telephone number, including area code)
2208 Pershing Avenue
Sheboygan, WI 53083
(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 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 240.132-4(c))
Page 1
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Item 5.01 Changes in Control of Registrant
The Company's majority shareholder, Gerard Werner ("GW") has sold, in a
private transaction, one-million six-hundred thousand (1,600,000) of
his one-million-seven-hundred-ten-thousand (1,710,000) shares of common
stock in the company on March 4, 2011, to Christopher Werner ("CW") and
Kirsten McGregor ("KM"), for the sum of one-hundred-sixty-thousand
($160,000) dollars, at the price of ten ($.10) cents per share.
There are two million (2,000,000) shares of the Company's common stock
issued and outstanding, and this sale effectively reduces GW's holdings
in the company from eighty-five-and-one-half (85.5%) percent to five-and-
one-half (5.5%) percent of the Company's issued and outstanding shares.
CW has acquired eight-hundred-eighty-thousand (880,000) shares of the
Company's common stock from GW for the sum of eighty-eight-thousand
($88,000) dollars. CW now holds forty-four (44%) of the Company's
issued and outstanding common stock.
KM has acquired seven-hundred-twenty-thousand (720,000) shares of the
Company's common stock from GW for the sum of seventy-two-thousand
($72,000) dollars. KM now holds thirty-six (36%) of the Company's
issued and outstanding stock.
The sale to CW and KM of GGH common stock was made with the
understanding that they would each be appointed to the Company's
Board of Directors, as described below in Item 5.02.
Accompanying the sale of stock was an understanding that the
purchasers would be appointed as officers of the Company as
described below in Item 5.02. (Item 5.01(a)(7))
Disclosure required pursuant to Item 5.01(a)(8), may be found
in the Company's Form 10-12G, as amended, filed on December 3,
2010.
Page 2
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth information as of the date hereof
with respect to the beneficial ownership of the outstanding shares of
Global Green Holdings, Limited, immediately prior to and following the
events listed above by (i) each person known by the Registrant to
beneficially own five percent (5%) or more of the outstanding shares;
(ii) the Registrant's officers and directors; and (iii) the
Registrant's officers and directors as a group.
As used in the table below, the term "beneficial ownership" means the
sole or shared power to vote or direct the voting, or to dispose or
direct the disposition, of any security. A person is deemed as of any
date to have beneficial ownership of any security that such person has
a right to acquire within 60 days after such date. Except as otherwise
indicated, the stockholders listed below have sole voting and investment
powers with respect to the shares indicated.
Name of
Beneficial Owner Shares of Common Stock Shares of Common Stock Percentage Percentage
owned immediately owned immediately of Class of Class
prior to events following events owned prior owned
to events following
events
Gerard Werner* 1,710,000 110,000 85.5% 5.5%
Christopher Werner* 0 880,000 0% 44%
Kirsten McGregor 0 720,000 0% 36%
Dr. Casey Kobylinski 250,000 250,000 12.5% 12.5%
All Current Executive
Officers and Directors
as a group 0 1,600,000 0% 80%
* Gerard Werner and Christopher Werner are brothers (disclosure pursuant
to Item 401(d) of Regulation S-K)
Page 3
Item 5.2 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On March 7, 2011, Kirsten McGregor was appointed to the positions of
President and Director of the Company; and Christopher Werner was
appointed to the positions of Director and Chief Executive Officer of
the Company. Concurrently, Gerard Werner tendered his resignation
from his positions as President and Director of the Company.
Set forth below is certain information with respect to the individuals
who now comprise the Company's Board of Directors:
Name Age Position
Kirsten McGregor 49 President, Director
Christopher Werner 49 Chief Executive Officer,
Director
Ms. Kirsten McGregor
Ms.McGregor has nearly two decades of experience in strategic planning,
business development and marketing execution in large, multi-national
corporations. She has significant experience in LULUCF initiatives and
carbon financing strategies and has worked with companies such as Paso
Pacifico, one of the first NGO's to receive a Gold rating CCBS
certification for reforestation. In addition, Ms.McGregor has consulted
for organizations and government entities including the World Policy
Institute and the National Park Service. She is a member of the Climate
Action Reserve (CAR) and International Emissions Trading Association
(IETA) and is a board member of the Sierra Club Ventura Leadership Team.
She has received awards for excellence in business communications and
holds a BA from the University of Washington and a BS from Boise State
University.
Page 4
Mr. Christopher Werner
Mr. Werner started his business career with First Wisconsin bank
while attending Marquette University. He spent his first four years
after graduating from college working as an accountant. Mr. Werner
entered the financial services sector by becoming a stockbroker and
after experiencing the securities markets combined his accounting
and securities knowledge and became a Chief Financial Officer of a
publicly listed company that was the fastest growing NASDAQ Company
in 1991. Mr. Werner became Senior Partner of Newport Capital
Partners in 1993, where is specialized in arranging financing's for
small growth companies. In 1996 he co-founded Emerging Securities
Group which continued to focus on financing start-up and early stage
growth companies. In 2003 Mr. Werner was appointed CEO of Ascendant
Holdings Ltd, a Bermuda based holding company, and assisted in
structuring the initial public offering of two newly created
subsidiaries. In 2006 Mr. Werner founded River Hills Resource
Corporation which is a privately held mineral exploration company.
In 2008 River Hills entered into a long-term financing and
development agreement with a Chinese state owned company to develop
copper projects in Ecuador. Mr. Werner co-founded Andean Carbon
Corporation in 2009 after having pioneered a reforestation project
in Ecuador to ensure the city of Quito's water supply for future
generations.
BUSINESS
GLOBAL GREEN HOLDINGS, LIMITED
The Registrant was incorporated under the laws of the State
of Wisconsin on July 23, 2009, and is in the early developmental and
promotional stages. The business of the Registrant to date
classifies the Registrant as a "blank check" or "shell" company whose
sole purpose has been to locate and consummate a merger or
acquisition with a private entity.
SIGNATURE
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.
Dated: March 8, 2011
GLOBAL GREEN HOLDINGS, LIMITED
By: /s/ Kirsten McGregor
Name: Kirsten McGregor
Title: President and Director
Page 5
EXHIBIT INDEX
Exhibit 17 Correspondence on Departure of Director - (attached)