ITEM 1.01  Entry into a Material Definitive Agreement

Shares Purchased

On May 11, 2015, GreenPlex entered into a definitive stock purchase agreements with one unaffiliated accredited investor who collectively purchased 666,667 shares of restricted common stock at $0.15 per share for an aggregate of $100,000.  In addition to the issuance of the restricted common stock, the company issued 333,333 three year stock purchase warrants which have an exercise price of $0.40 per share.

If at any time after May 10, 2016, the first anniversary of the close of the private sale in which this Warrant was acquired by Holder, the common stock of the Company trades and closes at a price of more than $0.50 per share (as adjusted for share splits, recapitalizations or other similar adjustments) for more than 20 consecutive trading days and the resale of the Warrant Stock is covered by a then-current registration statement, then any outstanding Warrants shall become callable, in whole or in part, at $.01 at the discretion of the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Holder within five business days immediately following the end of such twenty (20) trading day period.

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.

ITEM 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 above is hereby incorporated by reference.

ITEM 3.02.  Unregistered Sales of Securities.

On May 10, 2015, Greenplex Services, Inc. (“GreenPlex”) entered into a definitive stock purchase agreements with one unaffiliated accredited investors who collective purchased 666,667 unregistered shares of Par Value ($0.0001) common stock from its treasury at $0.15 per share in exchange for a total of $100,000 cash.  In addition to the issuance of the restricted common stock, the company issued 333,333 three year stock purchase warrants which have an exercise price of $0.40 per share.  The Company sold these restricted shares to further capitalize the Company in order to pay operating expenses and to assist in executing it business plan.

GreenPlex is relying on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for sales to “accredited investors” (as such term is defined in Rule 501 of Regulation D).  Each purchaser has represented to the Company that they are an “accredited investor.”  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, general advertising involved in the offer or sale and no fees were paid in connection with the transaction.

ITEM 9.01  Financial Statements and Exhibits

(c) Exhibits:

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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)

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