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): December 12,
2007
ETHOS
ENVIRONMENTAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30237
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88-0467241
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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6800
Gateway Park Drive
San
Diego, CA 92154
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(Address
of principal executive offices)
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619-575-6800
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(Registrant’s
Telephone Number)
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(Former
name or former address, if changed since last report)
Copy
of
all Communications to:
Luis
Carrillo
SteadyLaw
Group, LLP
501
W. Broadway, Suite 800
San
Diego, CA 92101
main
phone: 619.399.3090
fax:
619.330.1888
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
1.01. Entry into a
Material Definitive Agreement.
Employment
Agreement with Enrique de Vilmorin.
On
December 12, 2007, Ethos Environmental, Inc. (the “Company”) entered into an
employment agreement (the “Vilmorin Agreement”) with Enrique de Vilmorin
defining the terms of his employment with the Company as Chief Executive
Officer. The effective date of the Vilmorin Agreement is effective
January 1, 2007 (the “Effective Date”). The initial term of Mr. Vilmorin’s
employment under the Vilmorin Agreement is for five (5) years (unless earlier
terminated in accordance with the terms of the Vilmorin Agreement).
THE
DESCRIPTION SET FORTH HEREIN OF THE TERMS AND CONDITIONS OF THE VILMORIN
AGREEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH
AGREEMENT, WHICH IS ATTACHED HERETO AS EXHIBIT 10.1.
Pursuant
to the Vilmorin Agreement, Mr. Vilmorin’s annual base salary is $360,000 subject
to annual review and, within the discretion of the Board of Directors,
adjustment. Mr. Vilmorin is eligible to receive a bonus at the discretion
of the
Board of Directors, with such bonus payable in cash, shares and/or options.
Mr.
Vilmorin is also entitled to participate in benefit programs generally available
to Company employees, when and if such benefits become available.
Pursuant
to the Vilmorin Agreement, Mr. Vilmorin received 5,000,000 shares (the “Vesting
Shares”) of the Company’s common stock, par value $0.0001 per share, as bonus
consideration for services rendered and for services to be rendered under
the
Vilmorin Agreement. The Vesting Shares are subject to a repurchase option
by the
Company, and are also subject to a vesting schedule as set forth in the Vilmorin
Agreement.
Mr.
Vilmorin has the right, under the Vilmorin Agreement, to resign his employment
with “Good Reason,” as that term is defined in the Vilmorin Agreement. The
Company has the right, under the Vilmorin Agreement, to terminate Mr. Vilmorin’s
employment at any time for “Cause,” as that term is defined in the Vilmorin
Agreement. Termination for Cause for certain act(s) or failure(s) to act
would
not take effect unless and until the Company gives Mr. Vilmorin written notice
of the Company’s intention to terminate his employment for Cause, stating in
detail the particular act(s) or failure(s) to act that constitute the grounds
on
which the proposed termination for Cause is based, and an opportunity to
cure
such conduct, if possible. Either party may terminate the Vilmorin
Agreement for any reason upon proper written notice in accordance with the
terms
of the Vilmorin Agreement.
Pursuant
to the Vilmorin Agreement, Mr. Vilmorin’s employment with the Company will
terminate upon his death or in the event he has a “Disability,” as such term is
defined in the Vilmorin Agreement.
If
Mr.
Vilmorin’s employment is terminated by the Company without Cause or by Mr.
Vilmorin with Good Reason, the Vilmorin Agreement provides for payment of
Mr.
Vilmorin’s base salary through the date of termination.
Subject
to the terms of the Vilmorin Agreement, Mr. Vilmorin is prohibited from
competing with the Company following termination of his employment for any
reason, and is also prohibited from soliciting any of the Company’s employees or
affiliates.
A
copy of
the Vilmorin Agreement is attached as Exhibit 10.1 to this Current Report
on
Form 8-K and is incorporated herein by reference.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
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In
exchange for an aggregate of $350,000 cash investment received on December
13,
2007, the Company issued a promissory note to Brian Quinn. The promissory
note
is in the original principal amount of $350,000 and bears no interest. The
promissory note is due on December 13, 2008, or upon completion of a financing
for an amount equal to or greater than $350,000, whichever comes
first. The foregoing description of the Promissory Note is not
complete and is qualified in its entirety by reference to the Promissory
Note,
which is attached as Exhibit 99.1.
On
December 12, 2007, the Company retained the services of Rancho Santa Fe
based
Netgain Financial, Inc. (“Netgain”) to handle all investor relations
matters.
Netgain
may be contacted as follows:
Rancho
Santa Fe, CA 92067
Item
9.01 Financial Statements and
Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement by and between Ethos Environmental, Inc. and Enrique
de Vilmorin
dated December 12, 2007
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99.1
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Promissory
Note
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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.
| Date: December
14, 2007 |
Ethos
Environmental, Inc. |
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By: /s/
Thomas W. Maher |
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Thomas
W. Maher,
CFO
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