8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 30, 2008

GeM Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

 000-33099                              84-1553046

 (Commission File Number)   (IRS Employer Identification No.)

                              

870 111th Avenue, North, Suite No. 8 Naples, FL    34108

(Address of Principal Executive Offices)   (Zip Code)

                              

                                                
60;                             

(239) 592-1816

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

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))

Section 1 – Registrant’s Business and Operations

Item 1.01                      Entry into a Material Definitive Agreement

On June 2, 2008 (the “Effective Date”), GeM Solutions, Inc. (the “Company,” “we” or “us”) consummated the transactions contemplated by the First Amended Chapter 11 Plan of Reorganization of GeM Solutions, Inc. (the “Plan”), as confirmed by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) by order dated May 1, 2008 (the “Order”).

Pursuant to the Plan, on the Effective Date, FEQ Gas, LLC (“FEQ”) and Trident Growth Fund, L.P. (“Trident”) entered into a Surrender Agreement with CompuSven, Inc., our wholly-ownedsubsidiary (“CompuSven”), wherein CompuSven agreed to surrender all of its assets and properties to FEQ and Trident in full satisfaction of any and all amounts due and owing to FEQ and Trident by CompuSven as guarantor under certain secured promissory notes made by the Company to FEQ and Trident.  We subsequently entered into a Quitclaim Bill of Sale with FEQ and Trident, which provided for the transfer by FEQ and Trident to us of all of the assets and property of CompuSven.  As a result of the foregoing, the liens on the former assets of CompuSven were discharged and extinguished, the assets are now owned by the Company, and any and all debt owing from CompuSven to FEQ or Trident has been released and discharged in full.

The foregoing descriptions of the Surrender Agreement and Quitclaim Bill of Sale are qualified in their entirety by reference to the complete text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 1.02                      Termination of a Material Definitive Agreement

In connection with our reorganization and emergence from bankruptcy, all existing shares of our capital stock, consisting of common stock, $.001 par value per share (“Common Stock”), and Series B Convertible Preferred Stock, $.001 par value per share (“Series B Stock”), were reclassified pursuant to the Plan.  Upon the Effective Date, the GeM Solutions Inc. (f/k/a Stellar Technologies, Inc.) 2005 Stock Incentive Plan  was, therefore, terminated and any and all awards granted under such plan were terminated and will no longer be of any force or effect.  In addition, all outstanding warrants, options and other rights to purchase Common Stock were cancelled.

Section 3 – Securities and Trading Markets

Item 3.02                      Unregistered Sale of Equity Securities

On June 2, 2008, in accordance with the Plan, we issued 55,000,000 shares of our Common Stock (the “New Shares”) in the following manner: (i) 35,200,000New Shares were issued toFEQ, a secured creditor of the Company; (ii) 14,300,000 New Shares were issued to Trident, a secured creditor of the Company, (iii) 4,950,000 New Shares were issued to the holders of allowed general unsecured claims on a pro rata basis based on the amount of each allowed general unsecured claim; (iv) 257,747New Shares were issued to the holders of Series B Stock on a pro rata basis based on the amount of shares of Series B Stock owned by each holder; and (v) 292,253New Shares were issued to the holders of our Common Stock on a pro rata basis based on the amount of shares of Common Stock owned by each holder.  The New Shares were issued in consideration of the satisfaction, discharge and release of all claims by secured and unsecured creditors and/or holders of shares of our Series B Stock and/or our Common Stock.

The New Shares were issued pursuant to the Order and Section 1145(c) of the Bankruptcy Code.  The issuance was, therefore, exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the exemption provided by Section 3(a)(7) thereunder.

Section 5 – Corporate Governance and Management

Item 5.01                      Changes in Control of Registrant.

The information set forth under “Item 3.02. Unregistered Sale of Equity Securities” of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

As a result of the reclassification of all existing equity interests in the Company and the issuance of the New Shares, FEQ now owns 35,200,000shares of our Common Stock, which is equal to 64% of the voting capital stock of the Company.  FEQ obtained these shares under the Plan through the satisfaction, settlement, discharge and release of secured claims in the amount of $285,000. We understand that the source of funds for the cash portion of the consideration of such equity is general working capital. Prior to the effectiveness of the Plan, we were controlled by the holders of our Series B Stock and Common Stock.

Item 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Our Amended and Restated Certificate of Incorporation filed with the State of Delaware on May 23, 2008 (the “Amended and Restated Charter”) became effective on May 30, 2008.  The Amended and Restated Charter amended our certificate of incorporation in accordance with the Plan by providing for the reclassification of our capital stock as follows.

Each 100.56648 shares of Common Stock issued and outstanding immediately prior to the effective date of the Amended and Restated Charter (the “Charter Effective Date”) was automatically and without any action on the part of the respective holders of Common Stock combined, reclassified and changed into one share of Common Stock.  All fractional shares of Common Stock created as a result of the foregoing reclassification were rounded to the nearest whole number.  Each share of Series B Stock issued and outstanding immediately prior to the Charter Effective Date was automatically and without any further action on the part of the respective holders of Series B Stock combined, reclassified and changed into .99436 shares of Common Stock.  All fractional shares of Common Stock created as a result of the foregoing reclassification were rounded to the nearest whole number.  In connection with the foregoing, our Series B Stock was eliminated.

The foregoing description of the Amended and Restated Charter is qualified in its entirety by reference to the complete text of the Amended and Restated Charter, a copy of which is attached hereto as Exhibit 3.1.

Section 8 – Other Events

Item 8.01                      Other Events.

In connection with the consummation of the Plan and the reclassification of our capital stock, our ticker symbol has changed to “GMSL”.

Section 9 – Financial Statements and Exhibits

Item 9.01                      Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No. Description of Exhibit

3.1 Amended and Restated Certificate of Incorporation of GeM Solutions, Inc.

10.1 Surrender Agreement by and among FEQ Gas, LLC, Trident Growth Fund, L.P. and CompuSven, Inc.

10.2 Quitclaim Bill of Sale by and among FEQ Gas, LLC, Trident Growth Fund, L.P. and GeM Solutions, Inc.

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.

GeM Solutions, Inc.

Date:  June 5, 2008                                                                           By: /s/ John E. Baker                                                                

       John E. Baker

       Chief Executive Officer

EX-3.1

Amended and Restated Certificate of Incorporation

of

GeM Solutions, Inc.

The undersigned, John E. Baker, certifies that he is the Chief Executive Officer of GeM Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby certify as follows:

1.           The present name of the Corporation is GeM Solutions, Inc.  The Corporation was incorporated under such name by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on August 17, 2006.

2.           This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Section 242, 245 and 303 of the General Corporation Law of the State of Delaware (the “DGCL”).  Provision for the making of this Amended and Restated Certificate of Incorporation is contained in the order of the United States Bankruptcy Court for the District of Delaware entered on May 1, 2008, confirming the First Amended Plan of Reorganization of GeM Solutions, Inc., filed pursuant to chapter 11 of title 11 of the United States Code.

3.           This Amended and Restated Certificate of Incorporation has been duly executed and acknowledged by an officer of the Corporation designated in such order of the Bankruptcy Court in accordance with the provisions of Sections 242, 245 and 303 of the DGCL.

4.           This Amended and Restated Certificate of Incorporation shall be effective on May 30, 2008 (the “Effective Time”).

5.           The text of the certificate of incorporation of the Corporation, as amended and restated, is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of the Corporation is GeM Solutions, Inc.

ARTICLE II

The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington  19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

ARTICLE III

The nature of the business or the purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the DGCL.

ARTICLE IV

(a)The total number of shares of all classes of capital stock that the Corporation has authority to issue is 185,000,000 shares, consisting of (i) 175,000,000 shares of common stock, par value $.001 per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $.001 per share (the “Preferred Stock”).

(b)Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the board of directors, each of said series to be distinctly designated.  The designations, number, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, if any, of each such series may differ from those of any and all other series of Preferred Stock at any time outstanding, and the board of directors is hereby expressly granted authority to fix or alter, by resolution or resolutions, and to file a certificate with respect thereto pursuant to the applicable law of the State of Delaware, the designation, number, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of each such series, including but without limiting the generality of the foregoing, the following:

(i)The distinctive designation of, and the number of shares of Preferred Stock that shall constitute such series, which number (except where otherwise provided by the board of directors in the resolution establishing such series) may be increased or decreased (but not below the number of shares of such series then outstanding) from time to time by like action of the board of directors;

(ii)The rights in respect of dividends, if any, of such series of Preferred Stock, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or on any other series of the same or other class or classes of capital stock of the Corporation and whether such dividends shall be cumulative or noncumulative;

(iii)The right, if any, of the holders of such series of Preferred Stock to convert the same into, or exchange the same for, shares of any other class or classes or of any other series of the same or any other class or classes of capital stock of the Corporation, and the terms and conditions of such conversion or exchange;

(iv)Whether or not shares of such series of Preferred Stock shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, shares of such series of Preferred Stock may be redeemed;

(v)The rights, if any, of the holders of such series of Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation or in the event of any merger, consolidation or sale of assets by the Corporation;

(vi)The voting powers, if any, of the holders of any series of Preferred Stock generally or with respect to any particular matter, which may be less than, equal to or greater than one vote per share; and

(vii)Such other powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, as the board of directors shall determine.

ARTICLE V

(a)Upon the Effective Time, each 100.56648 shares of Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”), will automatically and without any action on the part of the respective holders thereof be combined, reclassified and changed into one (1) share of Common Stock of the Corporation (the “New Common Stock”).  Notwithstanding the immediately preceding sentence, if the foregoing would otherwise result in the issuance of a number of shares of New Common Stock that is not a whole number, the actual distribution of shares of New Common Stock shall be rounded as follows: (i) fractions of one-half (1/2) or greater shall be rounded to the next higher whole number and (ii) fractions less than one-half (1/2) shall be rounded to the next lower number.  The combination and conversion of the Old Common Stock shall be referred to as the “Common Stock Reclassification.”

(b)The Corporation shall not be obligated to issue certificates evidencing the shares of New Common Stock outstanding as a result of the Common Stock Reclassification unless and until the certificates evidencing the shares held by a holder prior to the Common Stock Reclassification are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.  Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified.

ARTICLE VI

(a)Each share of Series B Convertible Preferred Stock, par value $.001 per share (the “Series B Stock”), that is issued and outstanding as of the Effective Time, will automatically and without any further action on the part of the respective holders thereof be reclassified and changed into .99436 shares of New Common Stock (the “Series B Stock Reclassification”).  Notwithstanding the immediately preceding sentence, if the foregoing Series B Stock Reclassification would otherwise result in the issuance of a number of shares of New Common Stock that is not a whole number, the actual distribution of shares of New Common Stock shall be rounded as follows: (i) fractions of one-half (1/2) or greater shall be rounded to the next higher whole number and (ii) fractions less than one-half (1/2) shall be rounded to the next lower number.

(b)The Corporation shall not be obligated to issue certificates evidencing the shares of New Common Stock outstanding as a result of the Series B Stock Reclassification unless and until the certificates evidencing the shares of Series B Stock held by a holder prior to the Series B Stock Reclassification are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.  Holders of shares of Series B Stock immediately prior to the Series B Stock Reclassification shall, from and after the Effective Time, cease to own, be holders of or have any rights to or arising out of any shares of Series B Stock and, in lieu thereof, shall automatically and without any further action become owners or holders of and have rights to and arising out of the number of whole shares of New Common Stock for which such shares of Series B Stock are exchanged. Until such time as each holder of shares of Series B Stock receives the stock certificate or stock certificates representing the whole shares of New Common Stock, all stock certificates that, immediately prior to the Effective Time, represented shares of Series B Stock held by such holder, shall, from and after the Effective Time, cease to represent shares of Series B Stock and shall be deemed to represent the number of whole shares of New Common Stock into which the shares of Series B Stock previously represented by such stock certificate or certificates were exchanged at the Effective Time.

ARTICLE VII

The Corporation shall have perpetual existence.

ARTICLE VIII

The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that Section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Any amendment, repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of any director, officer, employee, or agent of the Corporation in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE IX

Except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability.  No amendment to, modification of, or repeal of the forgoing sentence shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification or repeal.

ARTICLE X

In furtherance and not in limitation of the powers conferred by the DGCL, the board of directors of the Corporation is expressly authorized to make, alter, or repeal the bylaws of the Corporation.

ARTICLE XI

From time to time any of the provisions of this Amended and Restated Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article XI.

*  *  *  *  *

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by John E. Baker, its Chief Executive Officer, on this 23rd day of May, 2008.

GEM SOLUTIONS, INC.

  /s/ John E. Baker                                                                

John E. Baker

Chief Executive Officer

EX-10.1

SURRENDER AGREEMENT

THIS SURRENDER AGREEMENT (“Surrender Agreement”) made as of the 2nd day of June, 2008 by and between TRIDENT GROWTH FUND, L.P. (“Trident”) and FEQ Gas LLC (“FEQ”, together with Trident collectively referred to as "LENDERS"), and COMPUSVEN, INC., a Florida corporation (the, "OBLIGOR”)

W I T N E S E T H:

WHEREAS, On April 1, 2005, Trident made a loan to Stellar Technologies, Inc., now known as GeM Solutions, Inc. (“GeM”) in the principal amount of $1,600,000 for which GeM issued a promissory note and entered into a loan agreement, security agreement, a warrant to purchase shares, and other documents related to or in furtherance of that transaction as well as various amendments thereafter (the “GeM Loan Documents”).  GeM’s obligations under the GeM Loan Documents were guaranteed by the Obligor pursuant to a written guaranty agreement which guaranty was secured by a lien on all of Obligor’s property for which Obligor executed a security agreement.  Hereinafter, the guaranty agreement, security agreement and any other documents executed by Obligor in connection with the GeM Loan Documents, together with the GeM Loan Documents shall collectively be referred to as the “Trident Loan Documents” and the obligations of Obligor thereunder shall be referred to as the “Trident Obligations”;

WHEREAS,  based on the Trident Loan Documents, the amount of the Trident Obligations, secured by a lien on all of the Obligor’s property and proceeds thereof as of July 31, 2007 is in the principal and interest amount of $1,678,904.11.

WHEREAS, on July 13, 2007 FEQ made a loan to GeM in the principal amount of $100,000 for which GeM issued a promissory note and, together with Obligor entered into a loan and security agreement and other documents related to or in furtherance of that transaction as well as various amendments thereafter (the “FEQ Loan Documents”) and the obligations of the Obligor thereunder shall be referred to as the “FEQ Obligations”.  The FEQ Obligations are secured by a lien on all of Obligor’s property and the proceeds thereof.  Hereinafter, the FEQ Loan Documents, together with the Trident Loan Documents shall collectively be referred to as the “Loan Documents” and the Trident Obligations and FEQ Obligations shall be collectively referred to as the “Obligations”;

WHEREAS, on July 13, 2007, Trident and FEQ entered into that certain Intercreditor Agreement pursuant to which the parties agree that the liens held by FEQ have priority over the liens held by Trident to the extent provided therein;

WHEREAS, pursuant to the Loan Documents the Obligor granted to each of the Lenders a perfected valid security interest in all property of the Obligor to secure the prompt payment, performance and discharge in full of all of the Obligor’s obligations under the Loan Documents;

WHEREAS, various events of default exist under the Loan Documents including, without limitation, the following (the “Existing Defaults”):  (i) both GeM and Obligor defaulted in making payments required under the Trident Loan Documents and any and all cure periods

 have expired  and  (ii) on September 20, 2007 GeM filed a petition under Chapter 11 of the US Bankruptcy Code in the US Bankruptcy Court for the District of Delaware (“Bankruptcy Proceedings”);

WHEREAS, Lenders have declared all Obligations immediately due and owing and Obligor is unable to pay same.

WHEREAS, GeM filed a plan of reorganization in the Bankruptcy Proceedings (the “Plan”) which was confirmed by the Bankruptcy Court by order dated May 1, 2008.

WHEREAS, under the Plan, each of the Lenders will receive certain consideration on account of and in satisfaction their respective secured claims against both GeM and Obligor for upon consummation of the Plan;

WHEREAS,  the consummation of the Plan is conditioned upon the occurrence of the “Effective Date” (as defined in the Plan) and a condition to the occurrence of Effective Date and Lenders’ receipt of the consideration provided to them under the Plan on account of their claims against GeM and the Obligor is the transfer of all of Obligor’s property to GeM, as a reorganized debtor, free and clear of all liens;

WHEREAS, Obligor desires to surrender to the Lenders, and the Lenders desire to accept and take possession of, upon the terms and subject to the conditions set forth herein, the Collateral (as defined herein) for disposition by the Lenders as a secured parties under the Uniform Commercial Code as presently in effect in the States of Florida and/or Delaware, as applicable (“UCC”);

NOW THEREFORE, in consideration of the mutual promises, terms and provisions contained herein, the parties intending to be legally bound, hereby agree as follows:

1.RECITALS.  The parties agree that the recitals set forth hereinabove are incorporated by reference as if fully set forth herein and are hereby made a part of this Surrender Agreement.

2.DEFINITIONS.  All capitalized terms used but not defined in the this Surrender Agreement shall have the meanings ascribed to them in the Loan Documents.

3.LOAN DOCUMENTS STILL IN FORCE.

(a)Except as expressly and specifically modified by this Surrender Agreement, notwithstanding any other provisions of this Surrender Agreement or any claims of the parties to the contrary, the Loan Documents shall and do hereby remain in full force and effect, and the terms and provisions of the Loan Documents are hereby ratified and confirmed.

(b)Except as expressly and specifically modified by this Surrender Agreement, all parties shall remain bound to, perform and continue to perform all of their respective obligations under the Loan Documents and shall continue to have all of their rights and remedies thereunder and shall be bound by all of the terms and provisions of the Loan

Documents.  Without limiting the generality of the foregoing, the parties hereby agree that this Surrender Agreement is not a substitution, novation, discharge or release of any or all of the Loan Documents or the indebtedness evidenced and/or secured thereby.  

4.PRIORITY.  It is hereby expressly acknowledged, ratified, confirmed and agreed that the Loan Documents secure the Obligations, notwithstanding any claims of any of the parties to the contrary.  Obligor acknowledges and agrees that the security interests in Obligor’s property granted to the Lenders under the Loan Documents remain valid, perfected, first priority security interests therein (subject to the Intercreditor Agreement), and that this Surrender Agreement does not disturb, alter, or lessen the priority of any such security interests granted to the Lenders under the Loan Documents and Intercreditor Agreement.  The Obligor represents and warrants that, as of the date of this Surrender Agreement, there are no claims, setoffs or defenses to the Lenders’ exercise of any rights or remedies available to the Lenders under the terms and provisions of the Loan Documents.

5.EXISTING DEFAULTS.

(a)Acknowledgments.  Obligor acknowledges, admits and agrees that (i) the Existing Defaults have occurred under the Loan Documents and are existing, (ii) the appropriate parties have each been lawfully and properly notified of same and (iii) all obligations of Obligor to the Lenders under the Loan Documents are presently outstanding and are immediately due and payable in full, without defense, setoff or counterclaim.

(b)Enforcement.  Obligor agrees, admits and acknowledges that said Existing Defaults are material defaults under the Loan Documents and that by virtue thereof, the Lender have the absolute right to pursue its remedies and enforce immediate payment of the Obligations and that there are no defenses or disputes as to the existence of the Existing Defaults and Lender’s right to pursue its remedies by virtue thereof.

(c)No Waiver of Existing Defaults.  Notwithstanding this Surrender Agreement, the Lenders do not waive any of the Existing Defaults, but expressly reserves same, which remain in full force and effect.

6.DEBT ACKNOWLEDGMENT.

(a)Obligor acknowledges, admits and agrees that (i) as of July 31, 2007 the total principal and accrued interest outstanding on the Trident Obligations is in the sum of $1,678,904.11, plus all interest accruing after July 31, 2007, plus all other costs, expenses, claims and charges to which the Trident is entitled under the Trident Loan Documents, against which obligation there are no offsets, defenses, claims, counterclaims or objections by Obligor, and (ii) as of July 31, 2007 the total principal outstanding on the FEQ Obligations is in the sum of $100,000, plus all accrued and unpaid interest which is due and owing under the FEQ Loan Documents, plus all other costs, expenses, claims and charges to which the FEQ is entitled under the FEQ Loan Documents, against which obligation there are no offsets, defenses, claims, counterclaims or objections by Obligor.

(b)The Obligations are the valid liabilities and obligations of Obligor.

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7.NO WAIVERS OR UNDERSTANDINGS.

(a)No Waivers.

   (i)No course of dealing or negotiations between the parties or actions taken or not taken prior to the entry of this Surrender Agreement shall constitute a waiver of any of the Lenders’ respective rights or remedies under the Loan Documents (all of which rights and remedies are reserved unto the Lenders and remain in full force and effect).

   (ii)The delay or failure of any of the Lenders to exercise in one or more instances, any right, power, remedy, privilege or option given under this Surrender Agreement or the Loan Documents, either before or after the entry of this Surrender Agreement, shall not be construed as a waiver or relinquishment of such right or option, nor shall any single or partial exercise thereof or any discontinuance of steps to enforce such right, power, remedy, privilege or option preclude any further exercise thereof or any other right, power, remedy, privilege or option.

   (iii)Except as otherwise specifically provided in this Surrender Agreement, the Lenders do not hereby waive any rights or remedies which either has or may now or hereafter have under the Surrender Agreement or the Loan Documents and all terms and provisions of such agreements and instruments shall remain in full force and effect.

(b)No Amendments.

   (i)Any waiver, permit, consent, modification or approval of any kind or character on the part of the Lenders of any breach or default under this Surrender Agreement, or the Loan Documents or any such waiver of any provisions or condition of the aforementioned must be in writing signed by all parties and shall be effective only to the extent specifically set forth in such writing.

   (ii)This Surrender Agreement and  the Loan Documents may only be amended in writing signed by all parties hereto.

8.           SURRENDER OF COLLATERAL.

(a) Collateral. As used in this Surrender Agreement, the term “Collateral” shall mean all Collateral set forth on Exhibit A annexed hereto.

(b) Possession.  The Obligor hereby surrenders, delivers and grants to the Lenders quiet possession of all of the Collateral, wherever located, and the Obligor agrees to assemble the Collateral, including all books of account and other books and records relating to the Collateral, and make it immediately available to the Lenders or the Obligor’s place of business at the address for the Obligor set forth in the Loan Documents.  Upon delivery of possession of the Collateral, the Obligor also shall execute, as may be necessary, and deliver to the Lenders any and all other documents, instruments and certificates as may reasonably be required in order to assure to the Lenders the benefits of this Surrender Agreement.  The Obligor agrees to give the Lenders immediate full and continuing access to the Obligor’s business premises

3

 for the purpose of the Lenders’ exercise of possession and other rights with respect to the Collateral.  The Lenders may, at any time, remove any and all of the Collateral from the premises where the same is located and take such other actions with respect thereto as the Lenders may deem appropriate.  This surrender of the Collateral is made by Obligor to the Lenders in recognition of the Lenders’ rights as a secured parties under the UCC and other applicable law.

(c) Disposition of the Collateral.  The Lenders hereby advise the Obligor that they intend to dispose of the Collateral by private sale and transfer to GeM, as a reorganized debtor under chapter 11 of the Bankruptcy Code (“Reorganized GeM”), pursuant to the provisions of the UCC.  The Obligor hereby renounces its respective rights to any notice of the disposition of the Collateral and to any rights of redemption with respect thereto.

(d) Other Remedies.  The Lenders reserve all rights and remedies available to them against the Obligor and any other persons who may be obligated to the Lenders for the Obligations under the Loan Documents.

(e) Satisfaction of Obligations. Lenders each agree that upon (i) the Effective Date of the Plan, (ii) their receipt of the consideration and treatment provided to them under the Plan, and (iii) the transfer of the Collateral to Reorganized GeM free and clear of all liens and security interests, the Obligations shall be fully paid and satisfied.

9.           REPRESENTATION AND WARRANTIES REGARDING COLLATERAL.  The Obligor represents and warrants to the Lender that, as of the date hereof:

(a) The Obligor owns the Collateral and has full right, power and authority to surrender the Collateral to the Lenders.

(b) The Lenders have a first priority lien (subject to the Intercreditor Agreement) on all of the items of Collateral pursuant to their filings of UCC-1 financing statements with the State of Florida.  There are no other secured creditors of the Obligor and no other person has any interest in the Collateral

(c) All of the Collateral is and has been since the date of the Loan Documents, located at 870  111th Avenue North, Suite No. 8, Naples, FL 34108 and at no other location;

(d) Obligor has the power and authority to enter into this Surrender Agreement and to perform the transactions contemplated hereby.  The execution, delivery and performance of this Surrender Agreement has been duly authorized by the Board of Directors and shareholders of the Obligor, and will not violate any agreement to which the Obligor is a party or any provision of law, ordinance or regulation to which it is subject.  This Surrender Agreement constitutes the legal, valid and binding obligation of the Obligor enforceable against it in accordance with its terms.

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(j) The Obligor has not taken any action to seek relief under the United States Bankruptcy Code and, to the best of the Obligor’s knowledge, no creditors have commenced any proceeding seeking to subject the Obligor to the jurisdiction of the United States Bankruptcy Court or to enjoin or otherwise effect this Surrender Agreement or the transactions contemplated hereby.

10.           ASSISTANCE IN REALIZATION UPON COLLATERAL.

(a) As a material inducement to the Lenders to enter into this Surrender Agreement, the Obligor covenants and agrees to render any necessary assistance to the Lenders in connection with the disposition of or any other realization upon the Collateral and otherwise to confirm in the Lenders the rights, benefits and privileges conveyed hereby.

(b) Obligor hereby agrees to execute and deliver to the Lenders and/or Reorganized GeM, as purchaser of the Collateral from the Lenders (“Purchaser”), from time to time, on or after the date hereof, such further certificates, instruments, records or other documents, assurances or other things as may be reasonably necessary to facilitate and consummate the sale and transfer of any or all of the Collateral to Reorganized GeM.

11.           NO ASSUMPTION OF PRIOR LIABILITIES.  In no event shall the Lenders have any obligation for payment or performance of any obligations of the Obligor, whether for rent, insurance, payroll, payroll or other taxes, or any other obligation incurred or otherwise arising prior to or after the date hereof.

12.           INDEMNIFICATION.  The Obligor agrees to indemnify the Lenders and hold the Lenders harmless from and against any and all claims, damages or expenses (including reasonable attorney’s fees) suffered or incurred by, or asserted against, the Lenders by any person or entity, including but not limited to any third party creditors, which arise from or relate in any way to this Surrender Agreement or to any subsequent sale of the Collateral to any third party, except claims or liabilities arising from the Lenders’ gross negligence or willful misconduct.

13.           WAIVER OF AUTOMATIC STAY.  The Obligor agrees that if a petition under any chapter of Title 11 of the United States Code (the “Bankruptcy Code”) is filed by or against it, Obligor in its capacity as Debtor and Debtor-in-Possession (where applicable) under the Bankruptcy Code, does hereby agree to consent to the vacation of the automatic stay of 11 U.S.C. § 362 (the “Stay”).  The Obligor hereby unconditionally and irrevocably waives the benefits of the automatic stay of 11 U.S.C. § 362 (the “Stay”) and its right to oppose a motion to lift such Stay, and does hereby admit and agree that the grounds to vacate the Stay to permit the Lenders to enforce their rights and remedies hereunder and under the Loan Documents and Intercreditor Agreement exist and shall continue to exist, which grounds include, without limitation, the fact the Obligor hereby represents and admits that it, as Debtor, has no equity in its property and such property is not necessary to an effective reorganization.

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14.           HEADINGS.  Paragraph or section headings used herein are for convenience only and shall not be used to interpret any term hereof.

15.           COUNTERPARTS.  This Surrender Agreement may be executed in any number of counterparts each of which when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.

16.           SEVERABILITY.  The provisions of this Surrender Agreement are sever able.  If any provision of this Surrender Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall not in any manner affect the validity or enforceability of such provision in any other jurisdiction or any other provisions of this Surrender Agreement in any jurisdiction.

17.           SURVIVAL.  This Surrender Agreement and all of its terms and provisions, shall and do hereby survive the consummation of any and all transactions provided for herein or in this Surrender Agreement.

18.           FACSIMILE SIGNATURE.  This Surrender Agreement may be initially executed by facsimile and shall be effective and binding upon execution by facsimile signature provided that originally executed copies are provided by any party to any other party within ten (10) days of request therefore.

19.           FURTHER ASSURANCES.  Obligor hereby directs Lenders to file any appropriate documents, financing statements or affidavits to reflect this Surrender Agreement, and the transactions contemplated hereby.  Obligor hereby agrees to execute and deliver to the Lenders, from time to time, on or after the date hereof, such further certificates, instruments, records or other documents, assurances or other things as may be reasonably necessary to give effect to this Surrender Agreement.

20.           GOVERNING LAW.  This Surrender Agreement is and shall be deemed to be a contract entered into and made pursuant to the laws of the State of Delaware and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of Delaware.

21.           NOTICES TO OBLIGOR. Notwithstanding anything to the contrary contained in the Loan Documents, any notice to the Obligor shall be binding and effective on the party to whom it is directed if such notice is delivered by facsimile, or any other means authorized under the Loan Documents, only to their counsel as follows:

IF TO OBLIGOR:	John Baker
	Compusven, Inc.
	870  111th Avenue North, Suite No. 8
	Naples, FL 34108

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IF TO TRIDENT:	Jeff Fink, Esquire,
	Aple Norris & Fink, LLP,
	735 Plaza Boulevard, Suite 200,
	Coppell, TX 75019;

IF TO FEQ:	Michael D. Warner, Esquire, and Jeff Resler, Esq.
	Warner Stevens LLP,
	301 Commerce St., Suite 1700,
	Fort Worth, TX 76102

IN WITNESS WHEREOF, the parties hereto have affixed their hands and seals, or have caused these presents to be duly executed by their proper corporate officers, all as of the date set forth above.

ATTEST:	COMPUSVEN, INC.
	/s/ John E. Baker
Secretary	President

ATTEST:	TRIDENT GROWTH FUND, L.P.
	By: Trident Management, LLC, General Partner
	/s/ Scott Cook

ATTEST:	FEQ GAS, LLC
	/s/ Ernest A. Bartlett

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EXHIBIT A

COLLATERAL

Accounts, cash, contract rights, property, equipment, general intangibles (including, without limitation, all goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights), inventory, instruments, deposit accounts, chattel paper, software, domain names, investment property, books and records, computer files, goods, leases, and all other assets of Obligor and (a) all attachments, accessions, accessories, tools, parts, supplies, increases and additions to and all replacements of and substitutions for any of the foregoing property described in this Exhibit A, (b) all products and proceeds of the foregoing property described in this Exhibit A, (c) all accounts, contract rights, general intangibles, instruments, rents, moneys, payments, and all other rights arising out of a sale, lease, or other disposition of any of the foregoing property , described in this Exhibit A and (d) all proceeds (including insurance proceeds) from the sale, destruction, loss or other disposition of any of the foregoing property described in this Exhibit A.

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EX-10.2

QUITCLAIM BILL OF SALE

THIS BILL OF SALE, between TRIDENT GROWTH FUND, L.P.  (“Trident”) and FEQ GAS, L.L.C. (“FEQ”, and together with Trident collectively referred to as the “Sellers” or “Lenders”) and GEM SOLUTIONS, INC. (“Buyer”), is made with reference to the following facts:

1.           Loan made by Trident to Stellar Technologies, Inc., now known as GeM Solutions, Inc. (“GeM”) in the principal amount of $1,600,000 for which GeM issued a promissory note and entered into a loan agreement, security agreement, a warrant to purchase shares, and other documents related to or in furtherance of that transaction as well as various amendments thereafter (the “GeM Loan Documents”).  GeM’s obligations under the GeM Loan Documents were guaranteed by Compusven, Inc., a Florida corporation (the “Debtor”) pursuant to a written guaranty agreement which guaranty was secured by a lien on all of Debtor’s property for which Debtor executed a security agreement.  Hereinafter, the guaranty agreement, security agreement and any other documents executed by Debtor in connection with the GeM Loan Documents, together with the GeM Loan Documents shall collectively be referred to as the “Trident Loan Documents” and the obligations of Debtor thereunder shall be referred to as the “Trident Obligations”.

2.           Loan made by FEQ on July 13, 2007 to GeM in the principal amount of $100,000 for which GeM issued a promissory note and, together with Debtor entered into a loan and security agreement and other documents related to or in furtherance of that transaction as well as various amendments thereafter (the “FEQ Loan Documents”) and the obligations of the Debtor thereunder shall be referred to as the “FEQ Obligations”.  The FEQ Obligations are secured by a lien on all of Debtor’s property and the proceeds thereof.  Hereinafter, the FEQ Loan Documents, together with the Trident Loan Documents shall collectively be referred to as the “Loan Documents” and the Trident Obligations and FEQ Obligations shall be collectively referred to as the “Obligations”.

3.           On July 13, 2007, Trident and FEQ entered into that certain Intercreditor Agreement pursuant to which the parties agree that the liens held by FEQ have priority over the liens held by Trident to the extent provided therein.

4.           On September 20, 2007 GeM filed a petition under Chapter 11 of the US Bankruptcy Code in the US Bankruptcy Court for the District of Delaware (“Bankruptcy Proceedings”) and on May 1, 2008 said Court confirmed the Plan of Reorganization (“Plan”) filed by Gem therein.

5.           Various events of default exist under the Loan Documents including, without limitation, the following:  (i) both GeM and Debtor defaulted in making payments required under the Trident Loan Documents and any and all cure periods have expired  and  (ii) the filing of the Bankruptcy Proceedings, and, by virtue of that certain Surrender Agreement dated June 2, 2008 by and among the Lenders and the Debtor, the Debtor surrendered to and the Lenders took possession of all of the property of the Debtor which is described on Schedule A annexed hereto

(hereinafter, the “Collateral”).  Pursuant to the Surrender Agreement, the Debtor consented to the Lenders’ exercise of their rights and remedies as a secured creditors under the Uniform Commercial Code as enacted in the States of Delaware and Florida, as applicable (“UCC”) and to the sale of the Collateral owned by the Debtor.

6.           On ______________ the Lenders issued notice of sale in accordance with the UCC.

NOW THEREFORE, in consideration of the treatment each of the Lenders will receive on account of and in satisfaction their respective secured claims against both GeM and Debtor upon consummation of the Plan, Sellers do hereby sell and transfer to Buyer the Collateral pursuant to applicable provisions of the UCC.  By acceptance and delivery of said property, the Buyer affirms that it has not relied on Sellers’ skill or judgment and Sellers have not furnished said property for any particular purpose.  The Sellers are not a manufacturers, distributors, dealers or merchants in or with said personal property.

The transfer of the Collateral to Buyer hereunder shall be and is free and clear of all liens, claims and encumbrances.

Except as set forth hereinabove, SELLERS MAKE NO WARRANTIES OF TITLE AND MAKE NO WARRANTY OF MERCHANTABILITY IN RESPECT TO SAID COLLATERAL, WHICH PROPERTY IS SOLD AS IS, WHERE IS, AND WITH ALL FAULTS INCLUDING ANY LATENT DEFECT OR NON-DISCOVERABLE DEFECT, WITHOUT ANY LIABILITY OR OTHER OBLIGATIONS ON THE PART OF SELLERS WHATSOEVER.  SELLERS MAKE NO WARRANTY THAT SAID PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE AND MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED.  BUYER HEREBY FULLY ASSUMES ALL RISKS IN CONNECTION WITH SUCH COLLATERAL PURCHASED HEREUNDER.

This is a final and exclusive expression of the agreement of the Sellers and the Buyer and no course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed herein.

By acceptance of delivery of said property, the Buyer acknowledges that the Buyer has either examined said property as fully as desired or has been given the opportunity for such examination and has refused to make such examination.

Buyer agrees and acknowledges that it is the Buyer’s sole and exclusive responsibility and obligation, to take possession of or remove (at the Buyer’s option) the Collateral from its current location within three (3) business days of the date hereof at its sole cost, risk and expense and indemnify and to reimburse Sellers for all costs, expenses, liabilities and claims of any kind and nature (including legal fees incurred by Sellers) based on, or arising from, the taking of possession or removal or failure to take possession of or remove any of the Collateral, including claims for repairs to the premises and damages caused by taking possession of and/or removal of any of

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 the Collateral, and, if the Buyer does not take possession of or remove said Collateral within three (3) business days of the date hereof then, thereafter, Buyer must arrange for Buyer’s occupation of the premises with the landlord of the premises or, at its own cost, risk and expense.

Buyer hereby agrees to pay any and all such sales taxes levied because of the sale of the Collateral conveyed hereby and hereby indemnifies Sellers for all such taxes, levies, charges and penalties; provided, such indemnification shall not extend to any liability of the Debtor may have for any sales or other tax liability existing prior to the date hereof.

This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of law.

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IN WITNESS WHEREOF, the parties have executed this instrument this 2nd day of June, 2008.

 TRIDENT GROWTH FUND, L.P.

 By: Trident Management, LLC, General Partner

/s/ Scott Cook

FEQ GAS, L.L.C.

/s/ Ernest A. Bartlett 

 GEM SOLUTIONS, INC.

/s/ John E. Baker 

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EXHIBIT A

COLLATERAL TO BE SOLD:

Accounts, cash contract rights, property, equipment, general intangibles (including, without limitation, all goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights), inventory, instruments, deposit accounts, chattle paper, leases, and all other assets and (a) all attachments, accessions, accessories, tools, parts, supplies, increases and additions to and all replacements of and substitutions for any of the foregoing property described in this Exhibit A, (b) all products and proceeds of the foregoing property described in this Exhibit A, (c) all accounts, contract rights, general intangibles, instruments, rents, moneys, payments, and all other rights arising out of a sale, lease, or other disposition of any of the foregoing property , described in this Exhibit A and (d) all proceeds (including insurance proceeds) from the sale, destruction, loss or other disposition of any of the foregoing property described in this Exhibit A.

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