-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsdTPbvmXIw2oOvzx3us2XySWs2WBNzlKynUT/bXu8GbaL+KRTHzhmEIOzc2krxJ HrkTMBqHGV5n2xygR11HmQ== 0001164150-05-000135.txt : 20050502 0001164150-05-000135.hdr.sgml : 20050502 20050502135853 ACCESSION NUMBER: 0001164150-05-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050428 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL ENVIRONMENTAL ENERGY COPORATION CENTRAL INDEX KEY: 0000840823 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32861 FILM NUMBER: 05789686 BUSINESS ADDRESS: STREET 1: MAGNA CARTA COURT STREET 2: P. O. BOX N-918 CITY: NASSAU STATE: C5 ZIP: N918 BUSINESS PHONE: 8777236315 MAIL ADDRESS: STREET 1: MAGNA CARTA COURT STREET 2: P. O. BOX N-918 CITY: NASSAU STATE: C5 ZIP: N918 FORMER COMPANY: FORMER CONFORMED NAME: LIFE ENERGY & TECHNOLOGY HOLDINGS INC DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH PAK INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN WINDSOR LTD DATE OF NAME CHANGE: 19910911 8-K 1 geec8k-05032005.txt 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: May 3, 2005 Commission file No. 33-24483NY Global Environmental Energy Corp. ------------------------------------------------ (Exact name of registrant as specified by its charter) Bahamas 33-24483-NY n/a - ------------------------ ---------------------- ---------------------- (State or other jurisdic- (Commission File Number) (IRS Employer tion of incorporation) Identification Number) Magna Carta Court Parliament Street PO Box N-918 Nassau, Bahamas ------------------------------------------------ Business Address 1-877-723-6315 ------------------------------------------------ Registrant's Telephone Number - ----------------------------- 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 (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 240.13e-4(c)) ITEM 8. OTHER EVENTS Global Environmental Energy Corp (GEECF) (Bahamas) today announced a pro rata stock dividend of Global Environmental Energy Corp (Delaware) a wholly owned subsidiary of GEECF to its shareholders of record on record date May 28th 2005.. 1. On April 28, 2005, the Company announced that as of the record date of May 28, 2005, all shares of common stock of Global Environment Energy Corp Delaware owned by the registrant will be distributed as a stock dividend on a pro-rata basis to all of the registrants' shareholders as of the record date of May 28th 2005. After the distribution which it is anticipated will be delivered on June 10, 2005 the registrant will own no shares of stock or equity in Global Environmental Energy Corp, Delaware. 2. Global Environmental Energy Corp Delaware's main asset is an approximate $25,000,000 dollar loss carry forward, which the new officers and directors of the company are currently in negotiations to sell. All of the net proceeds from such sale will be paid as a cash dividend to holders of Global Environmental Energy Corp Delaware upon completion of the sale of the asset. 3. The Liabilities of Global Environmental Energy Corp Delaware are as of the date of the Board Resolution, include a judgment in favor of Snow Becker & Krauss in the amount of $150,000 thousand dollars and a court verdict and judgment which may or may not stand on appeal for $1,974,800 in the litigation between Anthony Liberatore, Elizabeth Liberatore ,Mark Liberatore and Michael Liberatore vs Life Energy & Technology Holdings, Inc a Delaware Corporation . The Company has it believes meritorious defenses to this verdict and has authorized its attorneys to appeal the verdict. 4. The spin-off shares in Global Environmental Energy Corp Delaware are not registered with the SEC and therefore are not freely tradable or transferable. 5. The transfer agent, Signature Stock Transfer, will deliver the shares of Global Environmental Energy Corp Delaware by June 10, 2005 without any action being necessary on the part of the shareholder of record. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number Description - -------------- ---------------------------------------------------- 22.1 * Press Release Dated April 28, 2005 99 * Statement of Unanimous written consent in lieu of annual meeting on April 28, 2005. - ----------------------- * Filed herewith 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, thereunto duly authorized. Global Environmental Energy Corp By: /s/Dr. CA McCormack - -------------------------- Dr CA McCormack, B.Sc., Ph.D., N.I.H.C., M.PS., M.ARVO., F.F., Ful.S., President & Chief Executive Officer, Global Environmental Energy Corp. For and on behalf of Global Environmental Energy Corp. EX-22 2 geec8k-052005_ex22.txt EXHIBIT 22.1 - -------------------------------------------------------------------------------- Global Environmental Energy Corp (GEECF) (Bahamas) today announced a pro rata stock dividend of Global Environmental Energy Corp (Delaware) a wholly owned subsidiary of GEECF to its shareholders of record as of May 28th 2005. - -------------------------------------------------------------------------------- On April 28, 2005, the Company announced that as of the record date of May 28, 2005, all shares of common stock of Global Environment Energy Corp Delaware owned by the registrant will be distributed as a stock dividend on a pro-rata basis to all of the registrants' shareholders as of record date May 28th 2005. After the distribution which it is anticipated will be delivered on June 10, 2005 the registrant will own no shares of stock or equity in Global Environmental Energy Corp, Delaware. Global Environmental Energy Corp Delaware's only asset is an approximate $25,000,000 dollar loss carry forward, which the new officers and directors of the company are currently in negotiations to sell. All net proceeds from such sale will be paid as a cash dividend on a pro rata basis to holders of Global Environmental Energy Corp Delaware. The Liabilities of Global Environmental Energy Corp a Delaware Corporation are a judgment in favor of Snow Becker & Krauss in the amount of $150,000 thousand dollars and a court verdict and judgment entered against the Company on April 28, 2005 in Alexandria Virginia, which may or may not stand on appeal for $1,974,800 in the litigation between Anthony Liberatore, Elizabeth Liberatore ,Mark Liberatore and Michael Liberatore vs Life Energy & Technology Holdings, Inc a Delaware Corporation . Global Environmental Energy Corp Delaware believes it has meritorious defenses to this verdict and has authorized its attorneys to appeal same. The Parent Company Global Environmental Energy Bahamas ("GEECF") does not believe that this judgment will have any long term impact on GEECF. The spin-off shares in Global Environmental Energy Corp Delaware are not registered with the SEC and therefore are not freely tradable or transferable. The transfer agent, Signature Stock Transfer, will deliver the shares of Global Environmental Energy Corp Delaware by June 10, 2005 without any action being necessary on the part of the shareholder of record. About Global Environmental Energy Corp Delaware. Global Environmental Energy Corp. Delaware is a wholly owned subsidiary of Global Environmental Energy Corp. About Global Environmental Energy Corp. Global Environmental Energy Corp. intends to become a fully integrated energy company whose interests will include traditional oil and gas and alternative energy sources, environmental infrastructure and electrical micro-power generation. Global Environmental Energy Corp.'s unique proprietary technology, EcoTechnology(TM), supplies energy through an efficient and environmentally safe process. The Biosphere Process(TM) System, a central part of the EcoTechnology(TM) system, can safely and efficiently processes traditional and non-traditional waste materials into electricity and other beneficial by-products. The Biosphere Process(TM) can assist in solving the global waste problem by converting into clean, green electricity such waste materials as: municipal solid waste (MSW), agricultural surpluses, agricultural effluents, forestry wastes, sewage sludge, medical waste, industrial wastes, flared natural gas, shale oil, sour natural gas, high sulphur oils, waste bilge oil, waste drilling muds and fluids; and many other traditional and non-traditional waste materials. Note to Investors This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of the 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. The forward-looking information is based upon current information and expectations regarding Global Environmental Energy Corp. These estimates and statements speak only as of the date on which they are made, are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecasted in such forward-looking statements. Global Environmental Energy Corp. assumes no obligation to update the information contained in this press release. Global Environmental Energy Corp.'s future results may be impacted by risks associated with rapid technological change, new technological developments and implementations, execution issues associated with new technology, manufacturing production to meet demand, litigation, media publicity and the negative impact this could have on sales, competition, financial and budgetary constraints of prospects and customers, international order delays, dependence upon limited source suppliers, fluctuations in component pricing, government regulations, dependence upon key employees, and its ability to retain employees. GEEC's future results may also be impacted by other risk factors listed from time to time in its SEC filings, including, but not limited to, the Company's Form 10-QSBs and its Annual Report on Form 10-KSB. GEEC does not spam and does not condone spamming. Contact Information: Global Environmental Energy Corp. Dr. C. A. McCormack, 877-723-6315 www.globalenvironmentalenergy.com EX-99 3 geec8k-052005_ex99.txt EXHIBIT 99 STATEMENT OF UNAMINOUS WRITTEN CONSENT TO ACTION TAKEN IN LIEW OF THE ANNUAL MEETING OF THE DIRECTORS OF GLOBAL ENVIRONMENTAL ENERGY CORP A PUBLIC COMPANY BY WAIVIER OF NOTICE DATE: April 28, 2005 Time: 12.40 hrs GMT Place:Telephonically THE UNDERSIGNED, being all of the directors of GLOBAL ENVIRONMENTAL ENERGY CORP, a Corporation registered in the Commonwealth of the Bahamas and Publicly Traded on Stockmarkets both in Germany and the United Sates (the Corporation) do hereby take the following actions in the name of and on behalf of the Corporation: IT WAS UNANIMOUSLY RESOLVED THAT: 1. On April 28, 2005, the Company announced that as of the record date of May 28, 2005, all shares of common stock of Global Environment Energy Corp Delaware owned by the registrant will be distributed as a stock dividend on a pro-rata basis to all of the registrants' shareholders as of the record date of May 28th 2005. After the distribution which it is anticipated will be delivered on June 10, 2005 the registrant will own no shares of stock or equity in Global Environmental Energy Corp, Delaware. 2. Global Environmental Energy Corp Delaware's main asset is an approximate $25,000,000 dollar loss carry forward, which the new officers and directors of the company are currently in negotiations to sell, All net proceeds from such sale will be paid as a cash dividend to holders of Global Environmental Energy Corp Delaware upon completion of any such sale. 3. The Liabilities of Global Environmental Energy Corp Delaware as of the date of this Board Resolution, include a judgment in favor of Snow Becker & Krauss in the amount of $150,000 thousand dollars and a court verdict and judgment which may or may not stand on appeal for $1,974,800 in the litigation between Anthony Liberatore, Elizabeth Liberatore ,Mark Liberatore and Michael Liberatore vs Life Energy & Technology Holdings, Inc a Delaware Corporation . Global Environmental Energy Corp, Delaware. has it believes meritorious defenses to this verdict and has authorized its attorneys to appeal the court verdict. 4. The spin-off shares in Global Environmental Energy Corp Delaware are not registered with the SEC and therefore are not freely tradable or transferable. 5. The transfer agent, Signature Stock Transfer, will deliver the shares of Global Environmental Energy Corp Delaware by June 10, 2005 without any action being necessary on the part of the shareholder of record. IN WITNESS WHERE OF: The undersigned have executed this Consent: Dr CA McCormack Director, President and Chief Executive Officer /s/Dr CA McCormack Mr. Salim Ghafari Director, Chief Financial Officer /s/Mr. Salim Ghafari -----END PRIVACY-ENHANCED MESSAGE-----