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): August 8, 2014
Gepco, Ltd.
(Name of small business issuer specified in its charter)
| Nevada | 000-53559 | 80-0214025 | ||
| (State or other jurisdiction | (Commission File No.) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
9025 Carlton Hills Blvd Ste. B
Santee, CA 92071
(Address of principal executive offices)
909-708-4303
(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:
| 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 5.02 Resignation of Directors; Change in Compensatory Arrangements of an Officer
On August 8, 2014, Ronald Loshin, Nicholas Marlin and Larry A. Zielke resigned as directors of Gepco, Ltd. (the “Company”) and its wholly owned subsidiary, Gemvest, Ltd. For the near future, the Board shall consist of Mr. Voutsas and Ms. Malone with other directors to be appointed consistent with Company needs upon further maturation of its business.
In conjunction with such resignations, Messrs. Loshin, Marlin and Zielke returned the following amounts of shares of Company common stock previously issued to them. In addition, Trisha Malone also returned shares to the Company previously issued to her. All returned shares shall be returned to the Company’s treasury and be available for future issuance.
| Name | Number of Shares Returned | Ownership Post Share Return |
| Ronald Loshin | 5,000,000 | 6,000,000 |
| Trisha Malone | 4,000,000 | 6,265,000 |
| Nicholas Marlin | 2,500,000 | 500,000 |
| Larry A. Zielke | 700,000 | 300,000 |
Before such resignations, the Board authorized a grant of an additional 2,500,000 shares to Peter Voutsas, bringing his total share ownership to 40,000,000 shares.
The restructure of the Board and the outstanding shares provides the Company with sufficient authorized shares for financing purposes and for acquisitions, should opportunities present themselves in the future.
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.
| Gepco Ltd. | |||
| Dated: August 11, 2014 | By: | /s/ Trisha Malone | |
| Chief Financial Officer | |||
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