CESX CES Synergies Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 10, 2015

 

CES SYNERGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-55159		460839941
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

39646 Fig Street

P.O. Box 1299

Crystal Springs, FL 33524

(Address of principal executive offices) (zip code)

 

813-783-1688

(Registrant's telephone number, including area code)

 

_______________

(Former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

   

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 10, 2015, a subsidiary of CES Synergies, Inc. (the “Company”) entered into a promissory note (the “Note”) with Clyde A. Biston, the Company’s President and the Chairman of the Company’s board of directors. Pursuant to the Note, Mr. Biston provided the subsidiary, Cross Environmental Services, Inc. (“CES”), with a loan in the amount of $160,000. Interest on the loan accrues at a rate of 4.75% per annum, and, starting in October 2015, CES is obligated to make quarterly interest-only payments to Mr. Biston in the amount of $1,907.53. The final payment, which will include the principal amount of the loan, will be due in July 2020.

 

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by this item is incorporated by reference to Item 1.01 above.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
10.1		Promissory Note, July 10, 2015.

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CES SYNERGIES, INC.
Dated:  July 14, 2015	By:	/s/ John Tostanoski
		Name: John Tostanoski
		Title: Chief Executive Officer

 

 

 

 

3

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 Exhibit 10.1

 

PROMISSORY NOTE

 

$160,000.00	Crystal Springs, Florida
	July 10, 2015

 

FOR VALUE RECEIVED, the undersigned (“Maker”), promises to pay to Clyde A. Biston (“Holder”), P.O. Box 1299, Crystal Springs, Florida 33540, or at such other address as the Holder may from time to time specify by written notice to the Maker, in the manner hereinafter specified, the principal sum of ONE HUNDRED SIXTY THOUSAND Dollars and 00 cents ($160,000.00) together with interest at the rate of four and three-quarter percent (4.75%) per annum. The said principal and interest shall be payable in lawful money of the United States of America, on the date and in the manner following:

 

1. Payments. Maker agrees to pay Holder nineteen quarterly interest-only payments beginning on October 10, 2015 in the amount of $1,907.53, with the final payment in the amount of $161,907.53 due on July 10, 2020.

 

2. Prepayment. Maker may make a full or partial prepayment of the principal and interest at any time without penalty.

 

3. Default and Acceleration. Upon the failure of Maker to pay any installment of principal or interest when due, the entire unpaid balance of the principal, the accrued interest, and all other sums due hereunder, shall become immediately due and payable without notice, at the sole option of Holder, and said sum shall bear interest at the highest rate allowable by law.

 

4. Waiver. The failure of Holder to exercise the option to accelerate the maturity of this Note, as provided in Paragraph 3, above, in the event of a default shall not constitute a waiver of the right to exercise the acceleration provision in the event of any subsequent default.

 

5. Construction. The words “Maker” and “Holder” include the singular and the plural, the individual, partnership, corporation, and other business organizations, and the respective heirs, executors, administrators, and assigns of the Maker or the Holder. The use of either gender applies to both genders. If more than one party is named as the Maker, the obligations of each party are individual, joint and several.

 

6. Notices. Any notice that must be given to Maker under this Note shall be delivered by U.S. mail or personally to the Maker at the Address below or at a different address of which Makers have notified the Holder in writing. Any notice that must be given to the Holder under this Note shall be delivered by certified mail, return receipt requested to the address at which payments are to be made or at a different address of which the Holder has notified Maker in writing.

 

7. Attorneys’ Fees. In the event of a default of any kind or in the event of any litigation arising out of this Note, Maker agrees to pay the Holder all costs of collection, including reasonable attorneys’ fees incurred pre-trial, at trial, subsequent to entry of judgment, on appeal, related to any bankruptcy proceedings, and in connection with any alternative dispute resolution proceedings, together with Court costs, costs of investigation, accounting costs, abstracts, title evidence and all other costs.

 

8. Assumption of Note. This Note is not assumable without the express written consent of Holder.

 

9. Waiver of Notice. Each person liable herein, whether Maker or Endorser, hereby waives presentment, protest, notice, notice of protest and notice of dishonor.

 

10. Waiver of Jury Trial. Maker agrees to waive trial by jury in the event of any litigation arising out of this Note and/or any amounts secured by it.

 

11. Venue. In the event that any action arises out of or in connection with this Note, venue shall be placed in the Courts of Pasco County, Florida, exclusively.

 

 

Signed, Sealed and Delivered			MAKER:
In the Presence Of:
/s/ Linda Weyant			/s/ Sharon Rosenbauer
Print Name: Linda Weyant
			CROSS ENVIRONMENTAL SERVICES, INC.
			By: Sharon Rosenbauer
/s/ Toni L. Schaefer			As its: Treasurer
Print Name: Toni L. Schaefer