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):  12/31/2012

Commission file number: 000-54046



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





(State or other jurisdiction


(IRS Employer

of incorporation or organization)


Identification No.)


10183 North Aero Drive, Suite 2

Hayden, ID 83835

(Address of principal executive offices)

(208) 591-3281

(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))


Items to be Included in this Report

Item 1.01  Entry into a Material Definitive Agreements.

On December 31, 2012, a creditor of Greenplex Services, Inc. that had an outstanding loan due to them from Greenplex agreed to convert their loan due into common shares of stock at a conversion rate of $0.04 per share.  The total outstanding loan was $1,000.  A total of 25,000 shares were issued in exchange for the loan due.

Item 3.02.   Unregistered Sales of Securities.

On December 31, 2012, we issued 25,000 unregistered shares of its common stock, par value $0.001, at $0.04 per share from our treasury to one creditors of Greenplex Services, Inc., in exchange for an outstanding loan in $1,000.  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.


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:  January 8, 2013



/s/  Kyle W. Carlson

Kyle W. Carlson

President, Treasurer, CEO, & CFO