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): ~~May 23~~ August 17, 2011

GREENHOUSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-156611	26-2903011
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


5171 Santa Fe Street, Suite I San Diego, California		92109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 273-2626

Copies to:

Peter Campitiello, Esq.

Tarter Krinsky & Drogin LLP

1350 Broadway

New York, New York 10018

Tel: 212-216-8085

Fax: 212-216-8001

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.

Item 28.01. ~~Completion~~ Other ~~of Acquisition or Disposition of Assets~~Events.

On ~~May~~August 2317, 2011, ~~GreenHouse~~the ~~Holdings,~~Registrant ~~Inc.~~entered ~~(the~~in ~~“Company”)~~a ~~consummated~~letter anagreement ~~Agreement~~with ~~and~~certain ~~Plan~~of its holders of ~~Share~~debentures ~~Exchange~~in (the ~~“Agreement”)~~aggregate ~~with~~amount ~~Control~~of ~~Engineering~~$1, ~~Inc.~~194,254 ~~a Delaware corporation~~ (the “~~CEI~~Holders”), ~~David~~whereby ~~Lautner~~the Registrant and ~~Carlos~~the ~~Carrillo~~Holders ~~(collectively,~~agreed ~~the~~to ~~“Sellers”)~~extend ~~whereby~~ the ~~Company~~due ~~acquired~~date ~~all~~ of the ~~capital~~August ~~stock~~1, 2011 payment of ~~CEI~~principal inand ~~exchange~~interest ~~for~~in anthe aggregate amount of ~~653~~$119,~~856~~425.37, ~~shares~~to November 1, 2011. (In consideration for such extension, the ~~“Exchange~~Registrant ~~Shares”)~~agreed ofto issue the ~~Company’s~~Holders ~~newly~~a ~~issued~~number of shares of the Registrant’s restricted common stock, par value $0.001 per share (the “Common Stock”) equal to $50,000.00 (the “Extension Shares”) divided by the closing bid price of the Common Stock on August 15, 2011. ~~The~~If ~~Exchange~~the ~~Agreement~~market ~~also~~price ~~provides~~of the ~~Sellers~~Extension ~~can~~Shares ~~earn~~does annot ~~additional~~equal ~~147~~$50,000 ~~shares~~on ofNovember ~~Common~~1, ~~Stock~~2011, ~~based~~the ~~upon~~Registrant agreed to provide for the ~~gross~~difference ~~revenues~~in additional shares of ~~CEI~~Common ~~for~~Stock ~~2011~~or cash, at the Registrant’s option. The ~~Agreement~~Registrant ~~contains~~also ~~customary~~paid ~~representations,~~the ~~warranties~~Holders ~~and~~$4,000.00 ~~covenants~~for reimbursements of ~~the~~legal ~~Company,~~fees ~~CEI~~ and ~~the Sellers~~expenses ~~for~~in ~~like~~connection ~~transactions~~with the Extension.

~~Further~~Item ~~on May 23, 2011, the Registrant and CEI entered into employment agreements with Messrs~~3.02 Unregistered ~~Lautner~~Sales ~~and Carillo. Mr. Lautner shall serve as CEI’s Vice President- Business Operations and Mr. Carillo shall serve as Vice President- Engineering~~ of ~~CEI. The~~Equity ~~employment agreements provide for a term of two years, base salaries, plus incentives conditioned upon the gross revenues of CEI during the term of employment~~Securities.

~~Also~~The onsecurities ~~May~~described ~~23,~~in ~~2011,~~Item ~~the~~1.01 ~~Company~~above ~~entered~~were ~~into~~offered aand ~~Lock-Up~~sold ~~Agreement~~in ~~(“Lock-Up~~reliance ~~Agreement”~~upon exemptions from registration pursuant to Section 4(2) ~~with~~under ~~Messrs~~the Securities Act. The ~~Lautner~~issuance ~~and~~did ~~Carillo~~not ~~whereby~~involve ~~each~~any ~~agreed~~public ~~not~~offering; tono ~~sell,~~general ~~transfer~~solicitation or ~~hypothecate~~advertising was used in connection with the ~~Exchange~~sale ~~Shares~~of ~~for~~the asecurities, ~~one~~and ~~year~~the ~~period~~Registrant ~~ending~~has imposed appropriate limitations on ~~May~~resales. There 19was no underwriter involved. At the time of their issuance, ~~2012~~the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration.

The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the agreements attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K.

ITEM 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Agreement and Plan of Share Exchange by and among GreenHouse Holdings, Inc., Control Engineering, Inc., David Lautner and Carlos Carrillo
10.2	Form of Lock- Up Agreement
10.3	Form of Employment Agreement with David Lautner
10.4	Form of Employment Agreement with Carlos Carrillo

SIGNATURES

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

Date: May 27, 2011	GREENHOUSE HOLDINGS, INC.
Date: August 22, 2011	GREENHOUSE HOLDINGS, INC.
	By: /s/ Justin Farry
	By:	/s/ Justin Farry
	~~Name: Justin Farry~~	Name: Justin Farry
	~~Title: Chief Financial Officer~~	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement and Plan of Share Exchange by and among GreenHouse Holdings, Inc., Control Engineering, Inc., David Lautner and Carlos Carrillo
10.2	Form of Lock- Up Agreement
10.3	Form of Employment Agreement with David Lautner
10.4	Form of Employment Agreement with Carlos Carrillo

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