Earth Search Sciences Inc - Current report filing (8-K)
September 10 2008 - 6:01AM
Edgar (US Regulatory)
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 (Date
of earliest event reported):
September 9, 2008
EARTH SEA
RCH SCIENCES, INC.
(Exact name of registrant as specified
in Charter)
Nevada
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000-19566
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87-0437723
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(State or other jurisdiction
of
incorporation or
organization)
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(Commission File
No.)
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(IRS Employee Identification
No.)
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306 Stoner Loop Road,
Lakeside, MT 59922
(Address of Principal Executive
Offices
)
(406)
751-5200
(Issuer 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 an
y of
the following provisions (see General Instruction A.2.
below):
o
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a
-12 under the Exchange Act (17 CFR
240.14a
-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Forward
Looking Statements
This
Current Report on Form 8-K and other reports filed by Earth Search Sciences,
Inc. (the “Company”) from time to time with the Securities and Exchange
Commission (collectively the “Filings”) contain forward looking statements and
information that are based upon beliefs of, and information currently available
to, the Company’s management as well as estimates and assumptions made by the
Company’s management. When used in the Filings the words
“anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the
negative of these terms and similar expressions as they relate to the Company or
the Company’s management identify forward looking statements. Such
statements reflect the current view of the Company with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to the Company’s industry, operations and results of operations and any
businesses that may be acquired by the Company. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
the Company believes that the expectations reflected in the forward looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
Item 5.02
Depa
rture of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers.
(b)
Resignation of Principal Officers and
Directors
Effective July 7, 2008, Mr. Larry
Vance
resigned as
the Chief Executive
Officer
of the
Company.
Mr.
Vance
’
s resignation was not the result of any
disagreement with or dispute over issues involving the management of the
Company.
(c)
Appointment of
Officers
Upon the
resignation of Mr. Vance, Mr. Luis F. Lugo was appointed as Chief Executive
Officer of the Company effective July 21, 2008.
Mr. Lugo
brings substantial experience in oil gas and other process industries. Mr. Lugo
was Co-Founder and, from April 2002 to October 2007, Managing Director of the
Hispanic News Press in Brookline, Massachusetts. From April 2002 to
October 2007, he served as Director of Finance and Strategy for 3AG Distribution
(Elf Aquitaine Oil Lubricants Venezuela) and was involved in securing capital
investment and in developing the company’s distribution system. Mr. Lugo holds
an MBA in International Business Finance and an MA in International Economics
from The George Washington University in Washington D.C.
Mr. Lugo
has been granted 2,000,000 shares of restricted common stock by the Company’s
Board of Directors in connection with his employment agreement with the Company,
which agreement has yet to be finalized. The Company will provide an
updated disclosure once the document is finalized. Mr. Lugo was also
granted 1,250,000 additional shares of common stock by the Company’s Board of
Directors for services, unrelated to the employment agreement.
There is
no familial relationship among Mr. Lugo and any of the Company’s directors or
officers.
During
the last two years, there has been no transaction that the Company was or is a
party to in which Mr. Lugo had or is to have a direct or indirect material
interest.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this Current
Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
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Dated: Sept
ember 9,
2008
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EARTH
SEARCH SCIENCES, INC.
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By:
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/s/ Luis F. Lugo
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Luis
F. Lugo
Chief Executive
Officer
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