Offering Price to the Public	Commissions	Net Proceeds (25% of Shares Sold)	Net Proceeds (50% of Shares Sold)	Net Proceeds (75% of Shares Sold)	Net Proceeds (100% of Shares Sold)
Per Share	$ 0.0001	NOT APPLICABLE	$ 0.0001	$0.0001	$0.0001	$0.0001
Total (1)	$ 243,493	NOT APPLICABLE	$ 60,873	$121,746	$182,619	$243,493

(1)	Before deducting expenses of the Offering, which are estimated to be approximately $15,000.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS OFFERING CIRCULAR AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.

	Page
Important Notices to Investors	3
Offering Circular Summary	5
Risk Factors	9
Dilution	13
Plan of Distribution	14
Use of Proceeds	15
Dividend Policy	16
Cautionary Statement Concerning Forward Looking Statements	16
Business	17
Our Management	21
Security Ownership of Certain Beneficial Owners and Management	22
Certain Relationships and Related Transactions	22
Capitalization	23
Market For and Dividends on Our Common Stock and Related Stockholder Matters	23
Description of Capital Stock	24
Part F/S	29

Offering Period:

The Offering commenced on January 12, 2015, and will close upon the earlier of (1) the sale of the Shares with an aggregate sales price of $ 243,493 , or (2) December 31, 2016.

Voting Rights:

Stockholders will have one vote per share for each Share owned by them in all matters, including the election of Directors, as provided in the Delaware General Corporation Law.

Dividends:

We do not anticipate that we will declare or pay regular dividends on our Common Stock in the foreseeable future.

Dilution:

Purchasers of Shares of our Common Stock will suffer an immediate dilution of $ 0.00026 per share.

Use of Proceeds:

The net proceeds of this offering will be used primarily for equipment, administration, marketing, key employees, working capital and acquisitions.  In addition, some of the proceeds will be used for other corporate purposes.  Expenses of the Offering are estimated to be approximately $15,000.

Trading our Shares

Shares of our Common Stock is traded on the OTC Markets Group.

Exchange Act Disclosure:

The Company is not required to provided disclosure pursuant to the Exchange Act.

Risk Factors:

An investment in the Company is highly speculative and involves substantial risks.  Prospective Investors should carefully review and consider the factors described under the “Risk Factors” section below.

Summary Financial Information

 

 

	Offering	606,232,400 shares issued	1,212,464,800 shares issued	2,434,929,600 shares issued
Offering price	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Net Tangible Book Value Before Offering (per share)	$ (0.00041)	$ (0.00041)	$ (0.00041)	$ (0.00041)
Net Tangible Book Value After Offering (per share)	$ (0.00016)	$ (0.00032)	$ (0.00025)	$ (0.00016)
Dilution per share to Investors	$ 0.00026	$ 0.00042	$ 0.00035	$ 0.00026
Dilution percentage to Investors	260%	420%	350%	260%

		50% of the securities offered are sold (less $15,000 in expenses)				100% of the securities offered are sold (less $15,000 in expenses)
Allocation of Use of Proceeds		$	106,746			$	228,492
For the Wholly-owned subsidiary Pestmaster Services:
Trucks and equipment to be purchased:
1.  Two FORD 150 never used pick up, fully rigged (with pump, sprayer, tanks, reels and hose)		$	11,880			$	11,880
Advertising & marketing 2015 budget:
Billboards, radio, TV & print		$	29,092			$	29,092
Relocate x-term HQ to South Tampa lease		$	6,600			$	6,600
Key personnel hiring certified operator and lawn expert		$	26,400			$	26,400
General working capital		$	22,828			$	31,628
Total use of proceeds for Pestmaster Services		$	96,800			$	105,600
Total amount of proceeds remaining for Issuer, Enviro-Serv, Inc.:		$	9,946			$	122,892
Purchase client base in the pest control, lawn maintenance and air conditioning sectors for business expansion		$	0			$	54,280
Purchase appropriate trucks and equipment		$	0			$	20,700
Key Personnel Hiring:
VP Business Expansion & Development		$	0			$	11,500
VP Finance		$	0			$	11,500
General working capital		$	9,946			$	24,912
Total use of proceeds Enviro-Serv, inc. Issuer		$	9,946			$	122,892
Total use of proceeds for the Issuer - Enviro-Serv, Inc. and its wholly-owned subsidiary Pestmaster Services		$	106,746			$	228,492

 
 

Name of individual or identity of group	Capacities in which remuneration was received	Aggregate remuneration
Christophe Trina	Chief Executive Officer	$81,000 (Ap. 2013 – Dec. 2013) $99,000 (Jan. 2014 – Dec . 2014) $72,000 (Jan. 2015 – Dec. 2015.

 

 
 

(1) Title of Class	(2) Name and address of owner	(3) Amount owned before the offering	(4) Amount owned after the offering	(5) Percent of class
Series A Convertible Preferred Stock and Common	Christoph Trina 4210 W. Gray St., Suite 1, Tampa, FL 33609	7,246,151 Series A Preferred   559,612,308 Common	7,246,151 Series A Preferred   559,612,308 Common	52 % (1)
Series A Convertible Preferred Stock	Dr. Sandy Shultz 47 Seaside Ct. South Key West, FL 33040	924,000 Series A Preferred	924,000 Series A Preferred	5 % (1)
All Directors and Officers as a Class		8,170,151 Series A Preferred   559,612,308 Common	8,170,151 Series A Preferred   559,612,308 Common	57% (1)

(1)	As converted to common stock.

		As of 09/30/ 15				As Adjusted 50% of Shares Offered				As Adjusted 100% of Shares Offered
Debt:
Short- Term Debt		$	558,371			$	558,371			$	558,371
Long-Term Debt		$	0			$	0			$	0
Total Debt		$	558,371			$	558,371			$	558,371
Stockholder’s Equity (deficit):
Preferred stock – par or stated value (by class of preferred in order of preferences)
Preferred Stock
Series A Preferred Stock		$	103,500			$	103,500			$	103,500
Series B Preferred Stock		$	300,000			$	300,000			$	300,000
Common Stock $.0001 Par Value:		$	382,979			$	504,725			$	626,472
Additional Paid in Capital
Retained Earnings (deficit)
Earnings – Current Period		$	(106,919	)		$	(106,919	)		$	(106,919	)
Total Stockholder’s Equity		$	679,560			$	801,306			$	923,053
Total Capitalization		$	1,237,931			$	1,359,677			$	1,481,424

 

 

 

 

 

 

 

 

 

 

 

 

 

Enviro-Serv, Inc.
Condensed Consolidated Balance Sheet
September 30, 2015
(Unaudited)
ASSETS
Cash		$	10,417
Deposit			7,500
Accounts receivable			10,100
Inventory			1,800
Property and equipment (net after accumulated depreciation)			11,643
Other Assets			2,191
Goodwill			300,000
Pestmaster franchise fee			63,000
TOTAL ASSETS		$	406,651
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable		$	11,374
Accrued expenses			571,021
Convertible notes and notes payable			558,371
TOTAL CURRENT LIABILITIES		$	1,140,766
STOCKHOLDERS EQUITY
Common stock		$	382,979
Preferred Class A stock			103,500
Preferred Class B stock			300,000
Accumulated (deficit)			(1,520,594	)
TOTAL STOCKHOLDERS EQUITY		$	(734,115	)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY		$	406,651

 

Enviro-Serv, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
		Three Months Ended				Nine Months Ended
		September 30, 2015				September 30, 2015
Revenue		$	52,166			$	91,085
Cost of Goods			4,495				15,442
Gross Profit		$	47,221			$	75,643
Expenses
Salaries		$	41,655			$	107,169
Selling and marketing			5,029				14,869
General and Administrative			31,927				60,524
Total Expenses		$	78,611			$	182,562
Net (Loss) from Operations		$	(31,390	)		$	(106,919	)
Net (Loss)		$	(31,390	)		$	(106,919	)

 

Enviro-Serv, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
		Three Months Ended				Nine Months Ended
		September 30, 2015				September 30, 2015
Net (Loss)		$	(31,390	)		$	(106,919	)
Operating Activities, cash flows provided by or used in:
Depreciation and amortization			660				1,920
Increase in accounts receivable			(7,025	)			(10,100	)
Increase in inventory			(400	)			(400	)
Decrease in accounts payable			-				951
Increase (Decrease) in accrued expenses			(27,118	)			40,423
Net Cash Flow Used by Operating Activities		$	(65,273	)		$	(74,125	)
Investing Activities, cash flows provided by or used in:
Increase in deposits		$	-			$	(7,500	)
Capital expenditures			-				(63,000	)
Net Cash Flow from Financing Activities		$	-			$	(70,500	)
Financing Activities, cash flows provided by or  used in:
Sale of stock		$	47,100			$	133,600
Increase in notes payable			17,000				21,500
Net Cash Flow from Financing Activities		$	64,100			$	155,100
Net Decrease in Cash		$	(1,173	)		$	10,475
Cash, Beginning of Period			11,590				(58	)
Cash, End of Period		$	10,417			$	10,417

 

Enviro-Serv, Inc.

Notes Related to Business Practices

Condensed Consolidated Financial Statements

September 30, 2015

 

 

Item 1. Business

 

Enviro-Serv, Inc. (the “Company”) is a Delaware Corporation seeking to build a portfolio of highly profitable enterprises that offer year round services such as pest control management, lawn and gardening care, pool maintenance, air conditioning/refrigeration installation and repairs and a host of additional onsite maintenance offerings. To date Enviro-Serv, Inc. has one wholly owned subsidiary, X-Terminate Pest Management Inc. a fully licensed pest control Florida Corporation in good standing both with SUNBIZ.ORG and the Department of Agricultural and Consumer Services. The websites of both companies are WWW.ENVIRO-SERV.COM AND WWW.PESTMASTER.COM

 

The principal methods of competition in the Company’s pest and termite control business are quality of service and guarantees, including service quality, product availability, and terms of guarantees, and reputation for safety, technical proficiency and price.

 

The Company’s pest control business is subject to various legislative and regulatory enactments that are designed to protect the environment, public health and consumers. Compliance with these requirements has not had a material negative impact on the Company’s financial position, results of operations or liquidity.

 

The federal law grants to the states the responsibility to be the primary agent in the enforcement and conditions under which pest control companies operate. Each state must meet certain guidelines of the Environmental protection Agency in regulating the following: licensing, record keeping, contracts, standards of application, training and registration of products. Each state has their regulatory programs to handle the special interests of citizens within their state.  The pest control industry is impacted by these federal and state agencies.

 

Item 2. Risk Factors

 

The Company operates in a highly competitive industry. The Company’s revenues and earnings may be affected by changes in competitors’ prices, and general economic issues. The Company competes with other large and small pest control companies for a finite number of customers. Although the Company believes that their experience and reputation for safety and quality service is excellent, they cannot assure investors that we will be able to maintain our competitive advantage.

 

Pest and termite services represent discretionary expenditures of our residential customers. If consumers restrict their discretionary spending, the Company may suffer a decline in revenues.

 

Acquisitions have been and will continue to be an important element of the Company’s business strategy. The Company cannot assure investors that future acquisition candidates will be identified and acquired on favorable terms to the Company. The Company cannot assure investors that the Company will be able to successfully integrate the operations and assets of acquired businesses with their own business. The inability to integrate and manage acquired businesses could have an adverse effect on the results of operations and financial condition of the Company.

 

The Company’s ability to remain productive and profitable will depend on the ability to attract and retain skilled workers.  Either the need to pay higher wages or the shortage of skilled employees could reduce the Company’s capacity for growth or profitability could be reduced.

 

The Company is significantly affected by environmental laws and regulations within the pest control industry. Management believes that present operations are in substantial compliance with such laws and have had no material adverse effect on operations to date. Such laws could be changed and the Company is unable to predict if changes could affect operations and financial condition of the Company.

 

Item 3. Financial Statement Note Information

 

To better reflect the current financial condition of new entity Enviro-Serv Inc., the company has elected to eliminate the shares issued and the cost of these past issued shares to previous corporate charters over the past 16 years in the amount of $48,566,748. The cost of these shares and the additional paid in capital was applied against the retained (deficit) accumulated in prior years.

Various notes are in default and continue to accrue interest. The Company has not been able to make payments due to lack of funding. The Company has two default judgments in the amount of $88,989.80 and $50,000.00. To date, to the knowledge of the Company, no legal action has been taken to enforce these judgments. In addition, in February, 2009, the Company was contacted by three investors requesting the Company buy back their investments on a best efforts basis. The Company agreed to attempt to do so. The combined investment price was $235,000 and was to be paid by the Company over time on monthly payments. The Company was only able to make the first two payments. There was no legal action then or now against the company in this agreement. The company’s current position is that it no longer will accrue this liability and has removed this $235,000 liability.

Past Securities History:

Capital Structure Changes – Shares were increased by 5 for 1 split payable on 12/13/00 Capital Change - Shares increased by 2 for 1 split payable on 3/19/01.  Capital Change - Shares decreased by 1 for 2 split payable on 8/14/01.  Capital Change - Shares decreased by 1 for 100 split payable on 10/26/2001. Capital Change - Shares decreased by 1 for 150 split payable on 01/23/2007.  Capital Change - Shares decreased by 1 for 100 split payable on 12/07/2007.  Capital Change - Shares decreased by 1 for 300 split payable on 02/28/2012.

HISTORICAL QUARTERLY CAPITALIZATION TABLES: Q1 2012-SEPTEMBER 30, 2015

 

EX1A-2A CHARTER 3 certofincorp.htm.htm CERTIFICATE OF INCORPORATION

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:59 PM 08/22/2003

FILED 05:43 PM 08/22/2003

SRV 030549727 - 3695844 FILE

CERTIFICATE OF INCORPORATION

OF

LIQUIDGOLF HOLDING CORPORATION

A DELAWARE CORPORATION

ARTICLE I

     The name of the Corporation is LIQUIDGOLF HOLDING CORPORATION, a Delaware corporation (the “Corporation”).

ARTICLE II

 
 

     The resident agent of the Corporation is National Registered Agents, Inc. and the resident agent’s street address, which shall be the registered office of the Corporation is 9 East Loockerman Street, Suite#1B, Dover, Kent County, Delaware.

ARTICLE III

     The Corporation is formed for the purpose of engaging in any lawful activity and the period of its existence is perpetual.

ARTICLE IV

     SECTION 1.  The Corporation shall be authorized to issue 100,000,000 shares of capital stock with a par value of $0.001 each.

     SECTION 2.  All of the shares of stock shall be of the same class, without preference of distinction.

     SECTION 3.  The capital stock of the Corporation, after the amount of capital has been paid in money, property or services, as the board of directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed and the articles of incorporation shall not be amended in this respect.

     SECTION 4.  Cumulative voting by any shareholder is denied.

     SECTION 5.  No shareholder shall, by reason of holding shares of any class of stock, have any preemptive or preferential right to purchase or subscribe for any shares of any class of stock now or hereafter authorized or any notes, debentures or bonds convertible into or carrying options or warrants to purchase shares of any class of stock now or hereafter authorized, whether or not the issuance of any shares, notes, debentures,  or bonds would adversely affect the dividend or voting rights of the shareholder.

ARTICLE V

The members of the governing board of the Corporation shall be designated as directors.  The board of directors shall consist of not less than one (1) nor more than seven (7) directors.  The number of directors of the Corporation may be increased or decreased, from time to time, as provided in the bylaws of the Corporation within the limitations set forth in the Delaware General

 

 

 

---

 

Corporation Law Section 141.  The name and address of the sole director of the Corporation who shall serve as director until his successor(s) shall have been elected and qualified is as follows:

NAME                                                               ADDRESS

Dwain Brannon                                                 1017 W. Orange Blossom Trail

                                                                           Apopka, Florida  32712

ARTICLE VI

     In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by Title 8 of the Delaware General Corporation Law or other statutes or laws of the State of Delaware, the board of directors is expressly authorized: (i) to make, amend, alter, or repeal the bylaws of the Corporation; and (ii) to provide indemnification of directors, officers, employees, agents, and other persons to the fullest extent permitted by laws through bylaw provisions, agreements with the indemnitees, vote of shareholders or disinterested directors or otherwise.

ARTICLE VII

     No director or officer of the Corporation will be liable to the Corporation or its stockholders for damages for breach of fiduciary duty as an officer or director, excepting only (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law; or (b) the payment of dividends in violation of Delaware General Corporation Law Section 174.  No amendment or repeal of this Article VII applies to or has any effect on the liability or alleged liability of any officer or director of this Corporation for or with respect to any acts or omissions of the director or officer occurring prior to the amendment or repeal, except as otherwise required by law.

ARTICLE VIII

     Unless otherwise defined in these articles of incorporation, terms used in these articles of incorporation shall have the meanings set forth for such terms in Title 8 of the Delaware General Corporation Law.

ARTICLE IX

     The name and address of the incorporator are as follows:

     Dwain Brannon

     1017 W. Orange Blossom Trail

     Apopka, Florida  32712

     IN WITNESS WHEREOF, the undersigned incorporator has executed these articles of incorporation this 22nd day of August 2003.

                                                                                            s/ Dwain Brannon

                                                                                            Dwain Brannon

 

 

---

 

EX1A-2A CHARTER 4 amendmentone.htm CERT OF INCORP AMENDMENT 1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LIQUIDGOLF HOLDING CORPORATION

     LIQUIDGOLF HOLDING CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1.	The name of the Corporation is: LIQUIDGOLF HOLDING CORPORATION.

2.     On July 19, 2004, the Board of Directors of the Corporation adopted a resolution proposing and declaring it advisable to amend the Corporation’s Certificate of Incorporation to provide for a change in the Corporation’s name, thereby replacing Article I in its entirety with the following:

 

“ARTICLE I

 

     The name of the Corporation is HORIZON HOLDING CORPORATION, a Delaware corporation (the “Corporation”).”

 

3.     The amendment to the Certificate of Incorporation set forth herein and certified has been duly adopted by a written action of the Board of Directors and by a majority of the stockholders of the Corporation in accordance with the provisions of Section 141, and 242 of the General Corporation Law of the State of Delaware.

 

     The foregoing instrument has been executed this 19th day of August, 2004.

 

 

                                                                       LIQUIDGOLF HOLDING CORPORATION

 

 

                                                                       By: /s/ Dwain Brannon

                                                                              Dwain Brannon

                                                                              President

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:21 PM 08/19/2004

FILED 06:21 PM 08/19/2004

SRV 040609365 - 3695844 FILE

EX1A-2A CHARTER 5 amendmenttwo.htm CERT OF INCORP AMENDMENT 2

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:18 AM 05/01/2006

FILED 10:18 AM 05/01/2006

SRV 060401046 - 3695844 FILE

State of Delaware

Certificate of Amendment

Of Certificate of Incorporation

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of Horizon Holding Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof number “I” so that, as amended, said Article shall be and read as follows:

“The name of the corporation is INVERTED PARADIGMS CORPORATION, a Delaware Corporation (the “corporation”).

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the general Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be singed the 28th day of April, 2006.

 

                                                                       By:  /s/ Stewart York

                                                                              Authorized Officer

                                                                       Title:  CEO

                                                                        Name:  Stewart York

                                                                                    Print or Type

EX1A-2A CHARTER 6 amendmentthree.htm CERT OF INCORP AMENDMENT 3

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:22 PM 11/07/2007

FILED 08:23 PM 11/07/2007

SRV 071202545 - 3695844 FILE

STATE OF DELAWARE CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of Inverted Paradigms Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof number “I” so that, as amended, said Article shall be and read as follows:

“The name of the corporation is Transfer Technology International Corp., a Delaware Corporation (the “Corporation”).

FURTHER RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof number “IV” so that, as amended, said Article shall be and read as follows:

     SECTION 1.  The Corporation shall be authorized to issue 250,000,000 shares of capital stock with a par value of $0.001 each.

     SECTION 2.  All of the shares of stock shall be of the same class, without preference of distinction.

     SECTION 3.  The capital stock of the Corporation, after the amount of capital has been paid in money, property or services, as the board of directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed and the articles of incorporation shall not be amended in this respect.

     SECTION 4.  Cumulative voting by any shareholder is denied.

     SECTION 5.  No shareholder shall, by reason of holding shares of any class of stock, have any preemptive or preferential right to purchase or subscribe for any shares of any class of stock now or hereafter authorized or any notes, debentures or bonds convertible into or carrying options or warrants to purchase shares of any class of stock now or hereafter authorized, whether or not the issuance of any shares, notes, debentures,  or bonds would adversely affect the dividend or voting rights of the shareholder.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware on which written consent the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the general Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be singed the 7th day of November, 2007.

By:  /s/ Chris Trina

Authorized Officer

Title:  Chief Executive Officer

Name:  Chris Trina

EX1A-2A CHARTER 7 amendmentfour.htm CERT OF INCORP AMENDMENT 4

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:42 PM 04/03/2013

FILED 02:42 PM 04/03/2013

SRV 130393135 - 3695844 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of

TRANSFER TECHNOLOGY INTERANTIONAL CORP.

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof number “ONE” so that, as amended, said Article shall be and read as follows:

The name of the corporation shall be Enviro-Serv, Inc.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the general Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be singed the 15th day of February, 2013.

                                                                            By:  /s/ Chris Trina

                                                                                   Authorized Officer

                                                                            Title:  CEO

                                                                             Name:  Christoph Trina

                                                                                             Print or Type

 
 

EX1A-2B BYLAWS 8 bylaws.htm.htm BYLAWS

BY-LAWS

OF

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

A DELAWARE CORPORATION

 

ARTICLE I

CORPORATE OFFICES

 

The registered office of the corporation in the State of Delaware shall be located at 9 East Lockerman Street, Suite #1B, Dover, Kent County, Delaware. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time require.

 

ARTICLE II

SHAREHOLDERS’ MEETINGS

 

SECTION 1. PLACE OF MEETINGS

 

The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

 

SECTION 2. ANNUAL MEETINGS

 

The time and date for the annual meeting of the shareholders shall be set by the Board of Directors of the Corporation, at which time the shareholders shall elect a Board of Directors and transact any other proper business. Unless the Board of Directors shall determine otherwise, the annual meeting of the shareholders shall be held on the second Monday of March in each year, if not a holiday, at Ten o’clock A.M., at which time the shareholders shall elect a Board of Directors and transact any other proper business. If this date falls on a holiday, then the meeting shall be held on the following business day at the same hour.

 

SECTION 3. SPECIAL MEETINGS

 

Special meetings of the shareholders may be called by the President, the Board of Directors, by the holders of at least ten percent of all the shares entitled to vote at the proposed special meeting, or such other person or persons as may be authorized in the Articles of Incorporation.

 

SECTION 4. NOTICES OF MEETINGS

 

Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by the direction of the president, or secretary, or the officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Closing of Transfer Books or Fixing Record Date.

 

(a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case twenty (20) days. If the stock transfer books be closed for the purpose of determining stockholders entitled to notice or to vote at a meeting of stockholders, such books shall be closed for at least twenty (20) days immediately preceding such meeting.

 

 

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(b) In lieu of closing the stock transfer books, the directors may prescribe a day not more than sixty (60) days before the holding of any such meeting as the day as of which stockholders entitled to notice of the and to vote at such meeting must be determined. Only stockholders of record on that day are entitled to notice or to vote at such meeting

 

(c) The directors may adopt a resolution prescribing a date upon which the stockholders of record are entitled to give written consent to actions in lieu of meeting. The date prescribed by the directors may not precede nor be more than ten (10) days after the date the resolution is adopted by directors.

 

SECTION 5. VOTING LIST.

 

The officer or agent having charge of the stock transfer books for the shares of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

 

SECTION 6. QUORUM.

 

At any meeting of stockholders, a majority of fifty percent plus one vote, of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than said number of the outstanding shares are represented at a meeting, a majority of the outstanding shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

SECTION 7. PROXIES.

 

At all meetings of the stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. Such proxies may be deposited by electronic transmission.

 

SECTION 8. VOTING.

 

Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such shareholder. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of Delaware.

 

SECTION 9. ORDER OF BUSINESS.

 

The order of business at all meetings of the stockholders, shall be as follows:

 

a.

Roll Call.

b.

Proof of notice of meeting or waiver of notice.

c.

Reading of minutes of preceding meeting.

d.

Reports of Officers.

e.

Reports of Committees.

f.

Election of Directors.

g.

Unfinished Business.

 

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h.

New Business.

 

SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.

 

Unless otherwise provided by law, any action required to be taken, or any other action which may be taken, at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Unless otherwise provided by law, any action required to be taken, or any other action which may be taken, at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a Majority of all of the stockholders entitled to vote with respect to the subject matter thereof at any regular meeting called on notice, and if written notice to all stockholders is promptly given of all action so taken.

 

SECTION 11. BOOKS AND RECORDS.

 

The Books, Accounts, and Records of the corporation, except as may be otherwise required by the laws of the State of Delaware, may be kept outside of the State of Delaware, at such place or places as the Board of Directors may from time to time appoint. The Board of Directors shall determine whether and to what extent the accounts and the books of the corporation, or any of them, other than the stock ledgers, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of this Corporation, except as conferred by law or by resolution of the stockholders or directors. In the event such right of inspection is granted to the stockholder(s) all fees associated with such inspection shall be the sole expense of the stockholder(s) demanding the inspection. No book, account, or record of the Corporation may be inspected without the legal counsel and the accountants of the Corporation being present. The fees charged by legal counsel and accountants to attend such inspections shall be paid for by the stockholder demanding the inspection.

 

ARTICLE III

BOARD OF DIRECTORS

 

SECTION 1. GENERAL POWERS.

 

The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.

 

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.

 

The number of directors of the corporation shall be a minimum of one (l) and a maximum of seven (7), or such other number as may be provided in the Articles of Incorporation, or amendment thereof. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified.

 

SECTION 3. REGULAR MEETINGS.

 

A regular meeting of the directors, shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders. The directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.

 

SECTION 4. SPECIAL MEETINGS.

 

Special meetings of the directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

 

SECTION 5. NOTICE.

 

 

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Notice of any special meeting shall be given at least one day previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

SECTION 6. QUORUM.

 

At any meeting of the directors, fifty (50) percent shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

SECTION 7. MANNER OF ACTING.

 

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

 

SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

 

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of the majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

 

SECTION 9. REMOVAL OF DIRECTORS.

 

Any or all of the directors may be removed for cause by vote of the stockholders or by action of the board. Directors may be removed without cause only by vote of the stockholders.

 

SECTION 10. RESIGNATION.

 

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

SECTION 11. COMPENSATION.

 

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

SECTION 12. EXECUTIVE AND OTHER COMMITTEES.

 

The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of one (l) or more directors. Each such committee shall serve at the pleasure of the board.

 

ARTICLE IV

OFFICERS

 

SECTION 1. NUMBER.

 

The officers of the corporation shall be the president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

 

 

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SECTION 2. ELECTION AND TERM OF OFFICE.

 

The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. In the event that no election of officers be held by the directors at that time, the existing officers shall be deemed to have been confirmed in office by the directors.

 

SECTION 3. REMOVAL.

 

Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgement the best interest of the corporation would be served thereby, but such removal shall be without prejudice to contract rights, if any, of the person so removed.

 

SECTION 4. VACANCIES.

 

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

 

SECTION 5. PRESIDENT.

 

The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

 

SECTION 6. CHAIRMAN OF THE BOARD.

 

In the absence of the president or in the event of his death, inability or refusal to act, the chairman of the board of directors shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The chairman of the board of directors shall perform such other duties as from time to time may be assigned to him by the directors.

 

SECTION 7. SECRETARY.

 

The secretary shall keep the minutes of the stockholders’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and in general perform all the duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

 

SECTION 8. TREASURER.

 

If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.

 

 

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SECTION 9. SALARIES.

 

The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of fact that he is also a director of the corporation.

 

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

SECTION 1. CONTRACTS.

 

The directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

SECTION 2. LOANS.

 

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

 

SECTION 3. CHECKS, DRAFTS, ETC.

 

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.

 

SECTION 4. DEPOSITS.

 

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the directors may select.

 

ARTICLE VI

FISCAL YEAR

 

The fiscal year of the corporation shall begin on the 1st day of January in each year, or on such other day as the Board of Directors shall fix.

 

ARTICLE VII

DIVIDENDS

 

The directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

 

ARTICLE VIII

SEAL

 

The directors may provide a corporate seal which shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, “Corporate Seal”.

 

ARTICLE IX

WAIVER OF NOTICE

 

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE X

AMENDMENTS

 

 

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These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the Board of Directors; by a vote of the stockholders representing a majority of all the shares issued and outstanding, at any annual stockholders’ meeting or at any special stockholders’ meeting when the proposed amendment has been set out in the notice of such meeting.

 

 

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EX1A-12 OPN CNSL 9 opletteronlegality.htm.htm LEGAL OPINION ON SHARES

Gary R. Henrie

Attorney at Law

486 W. 1360 N.                                                                                                                                                                                                                                                                                                                                                                                                                                  Telephone:  801-310-1419

American Fork, UT  84003                                                                                                                                                                                                                                                                                                                                                                                                         e-mail:  grhlaw@hotmail.com

January 20, 2016

Enviro-Serv, Inc.

4210 W. Gray St. Suite 1

Tampa, FL 33609

Re:     Enviro-Serv, Inc., Regulation A Offering Statement on Form 1-A

Ladies and Gentlemen:

I have acted as securities counsel for Enviro-Serv, Inc., a Delaware corporation (the "Company"), for the purpose of issuing this opinion letter in connection with the Regulation A Offering Statement on Form 1-A pursuant to its post-effective amendment filed with the Securities and Exchange Commission on January 19, 2016 (the "Offering Statement").  The Offering Statement relates to the offering of 2,434,929,600 shares of common stock (the “Shares”).

In rendering the opinion set forth below, I have reviewed: (a) the Offering Statement; (b) the Company's Certificate of Incorporation; (c) the Company's bylaws; and (d) such statutes, records and other documents as I have deemed relevant.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof and the truthfulness of statements set forth in such documents.  In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinions hereinafter expressed.

Based upon the foregoing, I am of the opinion that the Shares when sold will be duly authorized, validly issued, fully paid and non-assessable upon issuance.  This opinion is based on Delaware general corporate law, all applicable Delaware statutory provisions and reported judicial decisions interpreting these laws.

Very truly yours,

/s/ Gary R. Henrie

_______________________________________

Gary R. Henrie, Esq.

EX1A-4 SUBS AGMT 10 subscriptionagr.htm.htm SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

 

 

Print Name of Subscriber:    ____________________________________

 

 

Amount Invested  $________________________

 

 

Number of Shares: _____________________________

 

 

Enviro-Serv Inc.

 

 

__________________________________

Date

 
 

 

 

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Subscription Instructions

(Please Read Carefully)

 

Each subscriber for a Share at [___________] ($[_____]) Dollars per Share (the “Share”) of Enviro-Serv Inc. (Enviro-Serv) a Delaware limited liability corporation (“the Company”), must complete and execute the Subscription Documents in accordance with the instructions set forth below.  The completed documents should be sent to Enviro-Serv Inc., and 8875 Hidden River Parkway, #300, Tampa, FL 33637

 

 

Payment for the Securities should be made by check payable to the Company and enclosed with the documents as directed in Section III below.

 

I.           These Subscription Documents contain all of the materials necessary for you to purchase the Shares.  This material is arranged in the following order:

 

•           Subscription Agreement

 

•           Confidential Prospective Purchaser’s Questionnaire

 

II.           All investors must complete in detail, date, initial, and sign the Subscription Documents where appropriate.  All applicable sections must be filled in.

 

III.           Payment for the Shares must be made by check as provided below:

 

Please make your check payable, in the appropriate amount, for the number of Shares purchased (at [___________] ($[_______]) per Share), to “Enviro-Serv Inc.”.  Your check should be enclosed with your signed subscription documents.

 

All funds received from subscribers will be placed in a segregated Holding Account of the Company.  Once the minimum offering amount has been reached the funds will be transferred to the Company’s operating account and will be available for use.

 

IV.           SPECIAL INSTRUCTIONS

 

FOR CORPORATIONS.  Include copy of Board resolution designating the corporate officer authorized to sign on behalf of the corporation, a Board resolution authorizing the investment, and financial statements.

 

FOR PARTNERSHIPS.  Provide a complete copy of the partnership agreement, questionnaire, and financial statements for each General Partner.

 

FOR TRUSTS.  Provide a complete copy of the instruments or agreements creating the trust, as amended to date.

 

 
 

 

 

 

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Subscription Agreement

 

 

Print Name of Subscriber:  _____________________________________

 

Amount Invested: $______________________

 

Number of Shares:_______________________

 

To:  Enviro-Serv Inc.

 

Gentlemen:

 

1.           Subscription.  The undersigned hereby subscribes for ___                                                                                                Shares of Enviro-Serv Inc. (Enviro-Serv Inc.) (the “Company”), A Delaware Limited Liability Corporation, and agrees to invest in the Company [___________] ($[________) Dollars per Share for an aggregate investment of $_________ (the “Investment Amount”) upon the terms and subject to the conditions (a) set forth herein, and (b) described in the Offering Circular (“Offering Circular”) dated January [___], 2016, together with all exhibits thereto and materials included therewith, and all supplements, if any, related to this offering.  There is no minimum investment.

 

2.           Offering.  The Company is offering [SHARES], with a minimum subscription of one (1) Share (the “Offering”).  The maximum aggregate investment to the Company from this Offering will be One Million ($1,000,000) Dollars.  The Offering is being made to investors pursuant to the Regulation A exemption available under the Securities Act of 1933 (the “Act”).

 

3.           Documents to be delivered.  The undersigned is delivering to the Company executed copies of this Subscription Agreement, Investor Status and Investor Suitability Questionnaire (the “Subscription Documents”).  The Subscription Documents should be delivered to Enviro-Serv Inc., 4210 W. Gray St. Suite 1, Tampa, FL 33609.  The undersigned understands and agrees that he or it will not become an investor in the company and the Company shall not consider the undersigned until the Company executes the Agreement.

 

4.           Making of the investment.  The undersigned, simultaneously with the delivery of the Subscription Documents to the Company, hereby tenders to the Company the Investment Amount by certified check made payable to the order of Enviro-Serv Inc. or as per the Company’s instructions for payment by electronic funds transfer in the amount indicated above.

 

5.           Acceptance or Rejection of Subscription.  The undersigned understands and agrees that the Company reserves the right, exercisable in its sole discretion, to accept or reject any subscription, in whole or in part, for any reason and that the undersigned will be notified by the Company as promptly as practicable as to whether his or its subscription has been accepted or rejected.  If the undersigned’s subscription is accepted, in whole or in part, by the Company, the Company will execute this Agreement and return them to the undersigned.  If this subscription is rejected by the Company, the investor will be so notified.  The undersigned does not have the right to withdraw or revoke his or its subscription during the Offering period, except as provided by certain state laws, except that if more than thirty (30) days shall have passed from the date the Company received completed and executed Subscription Documents and the Investment Amount from the undersigned (the “Acceptance Period”), and the Company has not accepted the subscription during the Acceptance Period, the undersigned may withdraw his or its subscription at any time after the Acceptance Period up until such time that the Company subsequently decides, in its sole discretion, to accept the subscription in whole or in part.

 

 

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6.           Offering Period.  The Company may close in whole or in part or terminate this Offering under any of the following conditions:

 

(a)           Upon receipt of the maximum offering subscription amount,

 

(b)           Notwithstanding the above, this offer shall terminate upon the termination of the Form 1-A filed by the Company.

 

7.           Closing.  The share subscribed for herein shall not be deemed made by the Company or held by the undersigned until this Agreement has been countersigned by the Company, the Subscription Documents have been delivered to the Company, and the subscription funds have either been transferred via electronic transfer to the Holding Account or the certified funds check has been deposited in the Holding Account.  Upon the completion of the aforementioned items, (a) the undersigned shall have invested in the Company the investment amount, (b) the undersigned shall become an investor in Company, (c) the undersigned and the Company shall be bound by the terms of the Offering Circular and the Subscription Documents and any other undertakings described herein.

 

8.           Representations and Warranties.

 

(a)           The Company hereby represents and warrants as follows:

 

(i)           The Company is a Limited Liability Corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted;

 

(ii)           This Agreement constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditor’s rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies under or by virtue of this Agreement).  The Company has all requisite power and authority, corporate and other, to execute and deliver this Agreement and the Note(s) and to consummate the transactions contemplated hereby.  All persons who have executed this Agreement and the Note(s) on behalf of the Company have been duly authorized to do so by all necessary corporate action.  Neither the execution and delivery of this Agreement and the Note(s) nor the consummation of the transactions contemplated hereby will (A) violate any provision of the Certificate of Incorporation or Operating Agreement of the Company, as currently in effect; (B) violate any judgment, order, injunction, decree or award against, or binding upon, the Company or the securities, assets, properties, operations or business of the Company; or (C) violate any law or regulation applicable to the Company or to the securities, assets, properties, operations or business of the Company.

 

(b)           In order to induce the Company to accept the subscription made hereby, the undersigned hereby represents and warrants to the Company as follows:

 

(i)           The undersigned has received the Offering Circular and the Subscription Documents.  The undersigned has read and understands the Offering Circular and Subscription Documents and the information contained in those documents concerning the Company and this Offering or has caused his or its representative to read and examine the Offering Circular and Subscription Documents.  The undersigned has relied only on the information about the Company contained in these documents and his or its own independent investigation in making his or its subscription.  The undersigned understands that the Shares will be issued with the rights and subject to the conditions described in the Offering Circular and Subscription Documents;

 

 

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(ii)           The undersigned is familiar with the terms and conditions of the Offering and is aware that his or its investment involves a degree of risk and the undersigned has read the section in the Offering Circular titled “Risk Factors.”

 

(iii)           The undersigned hereby specifically accepts and adopts each and every provision of this Agreement and acknowledges and agrees with each and every provision of this Agreement and, upon acceptance by the Company of the subscription made hereby, agrees to be bound by such provisions.

 

(iv)           The undersigned acknowledges and is aware that there is no assurance as to the future performance of the Company.

 

(v)           The undersigned, if an individual (A) has reached the age of majority in the state in which he resides and (B) is a bona fide resident and domiciliary (not a temporary or transient resident) of the state set forth below his signature on the signature page hereof and has no present intention of becoming a resident of any other state or jurisdiction.  The undersigned, if a partnership, corporation, corporation, trust or other entity, was organized or incorporated under the laws of the jurisdiction set forth below the signature made on its behalf on the signature page hereof and has no present intention of altering the jurisdiction of its organization, formation or incorporation.

 

(vi)           The undersigned has the financial ability to bear the economic risk of an investment in the Offering, has adequate means of providing for his or its current needs and personal contingencies, has no need for liquidity in the Share(s) and could afford a complete loss of his or its investment in the Offering.

 

(vii)           The undersigned represents and warrants to the Company that he or it comes within one of the categories of investors as defined in Investor Status document (please indicate by providing your initials next to the appropriate category in which the undersigned is included, and if the undersigned is an Accredited Investor, check the appropriate category of Accredited Investors in which the undersigned is an entity).

 

(viii)           The undersigned has been given the opportunity to review the merits of an investment in the Offering with tax and legal counsel or with an investment advisor to the extent the undersigned deemed advisable,

 

(ix)           The undersigned’s overall commitment to invest in the Share(s), which are not readily marketable, is not disproportionate to his or its net worth and his or its investment in the Offering will not cause such overall commitment to become excessive.

 

(x)           The undersigned has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of an investment in the Offering.

 

(xi)           The undersigned has been given a full opportunity to ask questions of and to receive (A) answers from the Company and its Managers concerning the terms and conditions of this Offering and the business of the Company and (B) such other information as he or it desired in order to evaluate an investment in the Offering, and all such questions have been answered to the full satisfaction of the undersigned.  No oral or written representations have been made or oral or written information furnished to the undersigned or the undersigned’s advisors in connection with the Offering or interests that were in any way inconsistent with this Subscription Agreement.  The undersigned is not participating in the Offering as a result of or subsequent to: (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

 

 

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(xii)           If the undersigned is a corporation, Corporation, partnership, trust or other entity, it is authorized and qualified to make this loan to the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

 

(xiii)           If the undersigned is a corporation, corporation or partnership, the person signing this Agreement on its behalf hereby represents and warrants that the information contained in this Agreement completed by any shareholders of such corporation, members of such corporation or partners of such partnership is true and correct with respect to such shareholder, member or partner (and if any such shareholder is itself a corporation, corporation or partnership, with respect to all persons having an equity interest in such corporation, corporation or partnership, whether directly or indirectly) and that the person signing this Agreement has made due inquiry to determine the truthfulness and accuracy of the information contained in this Agreement.

 

(xiv)           The purchase of the Share(s) by the undersigned has been duly authorized, and the execution, delivery and performance of this Agreement does not conflict with the undersigned’s partnership agreement, certificate of incorporation, by-laws, articles of organization, operating agreement or any agreement to which the undersigned is a party and this Agreement is a valid and binding agreement enforceable against the undersigned in accordance with its terms.

 

(xv)           The undersigned hereby represents that he or it is subscribing for the Shares as principal or as trustee, solely for the account of the undersigned, for investment purposes only and not with a view to, or for, subdivision, resale, distribution, or fractionalization thereof, in whole or in part, or for the account, in whole or in part, of others, and, except as disclosed herein, no other person has a direct or indirect beneficial interest in the Share(s).  The undersigned will hold the Share(s) as an investment and has no reason to anticipate any change in circumstances or other particular occasion or event, which would cause the undersigned to attempt to sell any of the Share(s).

 

(xvi)           The undersigned acknowledges his or its understanding that (A) the Offering of the Share(s) by the Company has not been registered under the Act, as amended, or the securities laws of certain states in reliance on specific exemptions from registration, (B) the Confidential Memorandum and Subscription Documents have not been filed with or reviewed by the Securities and Exchange Commission or the securities department of any state and no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Company, and (C) the Offering of the Share(s) by the Company is intended to be exempt from registration pursuant to Section 3 (b) of the Act and the rules promulgated there under by the Securities and Exchange Commission, and that the undersigned’s Share(s) cannot be sold, pledged, assigned or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available.

 

(xvii)           The undersigned represents and warrants that he or it will not transfer or convey all or part of his or its financial interest in the Share(s) unless such Share(s) are subsequently registered under the Act, or an exemption from such registration is available and without (A) the prior written consent of the Company and (B) an opinion of counsel acceptable to the Company and its counsel to the effect that the Share(s)  may be transferred without violation of the registration requirements of the Act or any applicable state securities laws, as may be amended from time to time.  The undersigned further acknowledges that there can be no assurance that the Company will file any Form 1-A for the Share(s) for which the undersigned is subscribing, that such Form 1-A, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until the undersigned sells the Share(s) registered thereon.

 

(xviii)           The undersigned understands that this Agreement is subject to the Company’s acceptance and may be rejected by the Company at any time in its sole discretion in whole or any part prior to issuance of the Share(s) with respect to the undersigned’s subscription, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned’s subscription.  The Company reserves the right to withdraw the Offering at any time.

 

 

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(xix)           The undersigned acknowledges that this Agreement shall become binding upon the undersigned when it is countersigned by the Company and the undersigned is not entitled to cancel, terminate, or revoke this subscription before or after acceptance by the Company, except as otherwise provided in this Agreement.

 

(xx)           All information provided by the undersigned in the Investor Status and Investor Suitability Questionnaire which accompanies this Agreement is true and accurate in all respects, and the undersigned acknowledges that the Company will be relying on such information to its possible detriment in deciding whether the Company wishes to sell these Share(s) to the undersigned.

 

9.           Foreign Person.  If the undersigned has indicated on the signature page of this Agreement that he, she or it is a foreign person, he, she or it agrees to notify the Company in writing within sixty (60) days of becoming a nonresident alien, foreign corporation, foreign partnership, foreign trust, foreign estate or other foreign entity, as the case maybe.

 

10.           Indemnity.  The undersigned agrees to indemnify and hold harmless the Company, its managers, members, agents, attorneys and affiliates and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in this Agreement or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

 

11.           Notice.  All notices in connection with this Agreement shall be in writing and personally delivered or delivered via overnight mail, with written receipt therefore, or sent by certified mail, return receipt requested, to each of the parties hereto at their addresses set forth above (or such other address as may hereafter be designated by either party in writing in accordance with this Section 11) with a copy, in the case of notice to the Company, to Enviro-Serv Inc., 4210 W. Gray St. Suite 1, Tampa, FL 33609.  Such notice shall be effective upon personal or overnight delivery or five (5) days after mailing by certified mail.

 

12.           Miscellaneous.

 

(a)           This Agreement is not assignable by the undersigned.  This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and, subject to the above limitation, their assigns, and shall not be enforceable by any third party.

 

(b)           This Agreement shall be deemed to have been made in the State of Delaware and any and all performance hereunder, or breach thereof, shall be interpreted and construed pursuant to the laws of the State of Delaware without regard to conflict of laws rules applied in State of Delaware.  The parties hereto hereby consent to personal jurisdiction and venue exclusively in the State of Delaware with respect to any action or proceeding brought with respect to this Agreement.

 

(c)           This Agreement contains all oral and written agreements, representations and arrangements between the parties with respect to its subject matter, and no representations or warranties are made or implied, except as specifically set forth herein.  No modification, waiver or amendment of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties to this Agreement.

 

 

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(d)           No waiver of any breach of any terms of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall be construed as a waiver of any subsequent breach of that term or of any other term of the same or different nature.

 

(e)           If any provision or portion of this Agreement or the application thereof to any person or party or circumstances shall be invalid or unenforceable under applicable law, such event shall not affect, impair, or render invalid or unenforceable the remainder of this Agreement.

 

(f)           Each of the parties hereto shall cooperate and take such actions, and execute such other documents, at the execution hereof or subsequently, as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

 

 
 

 

IN WITNESS WHEREOF, the undersigned, by his or its execution hereof, agrees to be bound by this Agreement.

 

Executed this ______ day of ________________, 20__, at______________(City), ___ _____

 

________________________________ (State).

 

If the Investor is an INDIVIDUAL,

complete the following:

 

The undersigned (circle one): [is]  [is not] a citizen or resident of the United States.

 

Print Name of Individual:  ___________________________________

 

Print Name of Spouse if Funds are to be invested in Joint Name or are Community Property:

 

___________________________________________

 

Print Social Security Number of Individual: ______________________________

 

Print Social Security Number of Spouse:  _____________________________

 

Signature of Individual:  ___________________________________

 

Signature of Spouse if Funds are to be Invested in Joint Name or are Community Property

 

_____________________________________

 

Print Address of Residence:  __________________________________________

 

Print Telephone Number:   (       ) _____________________

 

 

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The investor is PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY complete the following:

 

The undersigned (circle one) [is]  [is not] a foreign partnership, foreign corporation, trust or foreign estate (as defined in the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder.)

 

Print Name of Partnership, Corporation, Trust or Entity:  _________________________________

 

 

Title of Authorized Representative:  ____________________________________

 

Signature of Authorized Representative:  ___________________________________

 

Print Jurisdiction of Organization or Incorporation: ___________________________

 

Print Name of Authorized Representative:  _______________________________

 

Print Federal Tax Identification Number:  ______________________________

 

Print Address:  ____________________________________

 

Print Telephone Number:  (       ) ______________________

 

 

 

ACCEPTANCE

 

 

The terms of the foregoing, including the subscription described therein, are agreed to and accepted on this ___day of ______________, 201___.

 

 

Enviro-Serv Inc.

 

By:_________________________________

 

 

 

 

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EX1A-15 ADD EXHB 11 employagreement.htm.htm EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

 
 

This Employment Agreement is made as of the 1st dayof April, 2013, between Enviro-Serv, Inc., a

Delaware corporation (the "Company") and Chris Trina (the "Executive").

RECITALS

A.	The Company desires to employ the Executive as its chairman, chief executive officer and chief financial officer.

B.	The Executive desires to be so employed in this capacity by the Company, upon the terms and subject to the conditions set forth in this Agreement.

In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

SECTION ONE

EMPLOYMENT OF EXECUTIVE

1.

During the Term of this Agreement, and upon the terms and subject to the conditions of this Agreement, the Company employs the Executive and the Executive accepts such employment; it being understood by the parties that the Executive shall be employed as chairman, chief executive officer and chief financial officer of the Company.

2.

The Executive shall perform such duties and exercise such authority as may from time to time be given to him by the Company's Board of Directors and he will, from time to time as and when reasonably required, report to the Board of Directors of the Company with respect to his activities as Chief Executive Officer of the Company.

3.	The Company will at all times indemnify the Executive and hold him harmless from and against claims and liabilities against him in his capacity as an officer of the Company to the fullest extent permissible under applicable law.

4.	The Executive shall devote his time and efforts and skill to the business of the Company as reasonably necessary for the prompt, efficient, and economical operation of the Company's business.

SECTION TWO

TERM

The Term of this Agreement shall be for a period of two years to commence on April 1, 2013, and shall automatically renew every two years for an additional two-year term unless terminated upon one of the following events:

1.	The death of the Executive;

 

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2.	Upon the Executive giving 90 days notice of his intention to voluntarily terminate this Agreement; or

3.	Upon the Company giving 90 days notice of its intention to voluntarily terminate this Agreement.

SECTION THREE

COMPENSATION

The Executive shall receive cash compensation of $9,000 per month, In addition to cash compensation the Executive shall be entitle to participate in any fringe benefit plans maintained by the Company from time to time including bonus, profit sharing, medical and life insurance plans.

SECTION FOUR

MAJORITY VOTE OF BOARD

Any action by the Board of Directors or the Company pursuant to or under the terms of this Agreement shall require the vote of a majority of all of the members of the Board of Directors.

SECTION FIVE

ENTIRE AGREEMENT; MODIFICATION OR DISCHARGE; NO WAIVER

This Agreement constitutes the entire agreement as to employment between the parties and there are no terms other than those contained in this Agreement. No variation of this Agreement shall be deemed valid unless in writing and signed by both parties and no discharge of the terms of this Agreement shall be deemed valid unless in writing signed by both parties.  No waiver by either party of the performance of any provision or condition of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

 

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SECTION SIX

BINDING EFFECT

This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, and the Executive and his heirs, executors, and legal representatives.

ENVIRO-SERVE, INC.

/s/ Sandy Shultz

By: Sandy Shultz

Title: Board Director

EXECUTIVE

/s/ Chris Trina

Chris Trina, Individual

CEO & Chairman of the Board of Directors

 

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