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): ~~September~~February 1525, ~~2014~~2015

GREEN ENERGY MANAGEMENT SERVICES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-33491		75-2873882
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~380~~575 Lexington Ave, ~~17th~~4th Floor

New York, New York ~~10168~~10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 319-8400

(Former name or 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(be), ~~(c) Barry~~On P.February ~~Korn~~25, ~~was~~2015, ~~appointed~~ the ~~Chief~~Board of ~~Executive~~Directors ~~Officer~~ of Green Energy Management Services Holdings, Inc. (the “Company”), ~~effective~~adopted ~~September~~the Company’s 2015 Equity 15Incentive Plan (the “Plan”), ~~2014. Effective~~which asreserves a total of 14,000,000 shares of the ~~same~~Company’s ~~date~~common stock, Dr$0.0001 par ~~Robert~~value ~~Thomson~~per ~~resigned~~share ~~from~~(the “Common Stock”) for issuance under the ~~position~~Plan. ofAs ~~President~~described ~~and~~below, ~~Chief~~incentive ~~Executive~~awards ~~Officer~~authorized ofunder the ~~Company~~Plan include, but ~~will~~are ~~remain~~not ~~the~~limited ~~Company’s~~to, ~~Acting~~restricted ~~Chief~~stock ~~Financial~~awards, ~~Officer~~restricted stock units and ~~Chairman~~incentive stock options within the meaning of Section 422 of the ~~Board~~internal Revenue Code of ~~Directors~~1986, as amended (the “Code”). If an incentive award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the Plan.

~~Mr.~~The ~~Korn,~~number ~~70.~~of ~~From October~~shares ~~1975,~~of ~~Mr. Korn~~the ~~has~~Common ~~been~~Stock subject ~~serving~~to as the ~~Managing~~Plan, ~~Director~~any number of ~~Barrett~~shares ~~Capital~~subject ~~Corporation~~to ~~(“BCC”),~~any anumerical ~~banking and~~limit ~~financial advisory firm specializing~~ in ~~debt~~the ~~and~~Plan, ~~equity~~to ~~placement~~the ~~with~~terms anof ~~emphasis~~any onincentive ~~asset~~award ~~based~~or ~~and energy efficiency financing.~~to ~~From~~any ~~November~~combination ~~2007~~of ~~until~~the ~~March 2009~~foregoing, ~~Mr.~~is ~~Korn~~expected ~~was~~to abe ~~Vice~~adjusted ~~President~~in ~~of Webster Business Credit Corporation,~~ the ~~asset~~event ~~based lending division~~ of ~~Webster~~any ~~Bank,~~change ~~one~~in ofthe ~~New England~~Company’s ~~largest~~outstanding ~~commercial~~Common Stock ~~banks,~~by ~~providing~~reason ~~accounts receivable and inventory lines~~ of ~~credit.~~any ~~From~~stock ~~December~~dividend, ~~2005~~spin-off, ~~until~~split-up, ~~October~~stock ~~2007~~split, ~~Mr.~~reverse ~~Korn~~stock ~~was a Regional Marketing Director~~split, ~~Asset Based Lending~~recapitalization, ~~for New York~~reclassification, ~~City~~merger, ~~based Sterling National Bank~~consolidation, ~~providing asset based lending~~liquidation, ~~lease~~business ~~financing~~combination ~~and~~or ~~other~~exchange commercial banking services. Mr. Korn is a recognized expert in the financial services and clean energy fields and has been regularly interviewed by major media publications. Mr. Korn received his Bachelor of ~~Science~~shares ~~degree~~or insimilar ~~Public Accounting from City College of the City University of New York and a Master’s degree in Finance and Investments from Bernard M~~transaction. ~~Baruch College (CUNY), Zicklin Graduate School of Business.~~

~~The~~Administration ~~Company~~— ~~entered into~~The ~~an employment agreement with Mr. Korn (the “Employment Agreement”) on August 27, 2014 and it became effective~~compensation oncommittee ~~September 15, 2014. The Employment Agreement provides that Mr. Korn will receive an annual salary~~ of ~~$150,000,~~the ~~which salary will be increased annually~~Board, onor ~~January 1, based upon~~ the ~~percentage~~Board ~~increase~~ in the ~~Consumer~~absence ~~Price~~of ~~Index~~such ~~for the immediately preceding year. Mr. Korn will also receive~~ a ~~sign-on bonus in the form of warrants to purchase 15~~committee,~~000,000~~ ~~shares~~will ofadminister the ~~Company’s common stock, $0~~Plan.~~0001~~ ~~par~~Subject ~~value~~to ~~per share (~~the ~~“Common~~terms ~~Stock”), exercisable for a period~~ of ~~3 years from~~ the ~~date of~~ issuance at $0.03 per share; provided that none of such warrants shall vest until the Loan (as defined herein) is made to the Company within the time period provided. In consideration of Mr. Korn arranging for his specialty finance companyPlan, ~~Barrett Capital Corporation, to provide~~ the ~~Company~~compensation ~~within~~committee 30or ~~days of~~ the ~~effective~~Board ~~date~~has ofcomplete ~~his~~authority ~~appointment as the Chief Executive Officer a loan of $100,000 (the “Loan”) for the purposes outlined in the Employment Agreement,~~ and andiscretion ~~additional $150,000, if Mr. Korn deems it appropriate,~~ to ~~pay~~determine ~~for~~ the ~~Company’s~~terms ~~corporate~~upon ~~expenses,~~which ~~Mr.~~awards ~~Korn shall receive warrants to purchase 50,000,000 shares of~~may ~~Common~~be ~~Stock,~~granted ~~exercisable~~under ~~for a period of 3 years from~~ the ~~date of issuance at $0~~Plan.~~03 per share; provided that none of such warrants shall vest until the Loan (as defined herein) is made to the Company within the time period provided.~~

~~The~~Grants ~~Employment Agreement~~— ~~also~~The ~~provides~~Plan ~~that~~authorizes the ~~effective~~grant ~~immediately~~to ~~after~~participants ~~the~~of ~~Loan~~nonqualified isstock ~~made~~options, toincentive ~~the~~stock ~~Company~~options, ~~the~~restricted ~~Company~~stock ~~shall~~awards, ~~appoint~~restricted ~~Mr.~~stock ~~Korn as~~units, aperformance ~~member~~grants ~~and~~intended ~~Chairman~~to ofcomply ~~its~~with ~~Board~~Section 162(m) of ~~Directors~~the Code and ~~shall~~stock ~~appoint~~appreciation ~~2 additional Board of Directors members~~rights, ~~which~~as ~~Mr.~~described ~~Korn shall have the right to nominate.~~below:

~~The~~· ~~term~~Options granted under the Plan entitle the grantee, upon exercise, to purchase up to a specified number of Mrshares from the Company at a specified exercise price per share. ~~Korn’s~~ ~~employment~~The ~~commenced~~exercise price for shares of the Common Stock covered by an option generally cannot be less than the fair market value of the Common Stock on ~~September~~the 15date of grant unless agreed to otherwise at the time of the grant. In addition, ~~2014~~in (the ~~“Effective~~case ~~Date”)~~of ~~and~~an incentive stock option granted to an employee who, ~~unless~~at ~~terminated~~the ~~prior~~time ~~thereto~~the incentive stock option is granted, ~~shall~~ ~~continue~~owns ~~for~~stock arepresenting ~~period~~more than 10% of 1the ~~year~~voting ~~ending~~power onof all classes of stock of the ~~first~~Company ~~anniversary~~or any parent or subsidiary, the per share exercise price will be no less than 110% of the ~~Effective~~fair ~~Date~~market (value of the ~~“Initial~~Common ~~Term”)~~Stock on the date of grant. ~~Following~~ · Restricted stock awards and restricted stock units may be awarded on terms and conditions established by the ~~Initial~~compensation ~~Term~~committee, which may include performance conditions for restricted stock awards and the ~~Employment~~lapse ~~Agreement~~of ~~shall~~restrictions beon ~~extended~~the ~~automatically~~achievement ~~for~~of ~~successive~~one ~~1-year~~or ~~periods~~more ~~unless~~performance ~~terminated~~goals ~~prior thereto~~for ~~with~~restricted ~~applicable~~stock ~~notice~~units. ~~Under~~· The compensation committee, or the ~~Employment~~Board ~~Agreement~~in the absence of such a committee, ~~Mr. Korn~~may ismake ~~entitled~~performance togrants, ~~participate~~each inof ~~employee~~which ~~benefit~~will ~~plans~~contain performance goals for the award, ~~policies~~ including the performance criteria, ~~practices~~the target and ~~arrangements~~maximum ~~generally~~amounts ~~made~~payable, ~~available~~and toother ~~senior~~terms ~~executives~~and ofconditions. · The Plan authorizes the ~~Company~~granting of stock awards. The compensation committee, ~~and~~or the Board in the absence of such a committee, will ~~also~~establish the number of shares of Common Stock to be ~~provided~~awarded ~~with certain~~(subject ~~relocation~~to ~~benefits~~the aggregate limit established under the Plan upon the number of shares of Common Stock that may be awarded or sold under the Plan) and the terms applicable to each award, including performance restrictions, if any. · Stock appreciation rights (“SARs”) entitle the participant to receive a distribution in ~~accordance~~an ~~with~~amount not to exceed the ~~Company’s~~number ~~relocation~~of ~~policies~~shares of Common Stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of Common Stock on the date of exercise of the SAR and ~~procedures~~the market price of a share of Common Stock on the date of grant of the SAR. · Eligible participants under the Plan include officers, directors, employees and consultants of the Company.

~~Mr. Korn’s employment~~Duration, ~~may~~Amendment, beand ~~terminated~~Termination — atThe ~~any~~Board ~~time~~has at the ~~election~~power ofto ~~either~~amend, ~~Mr. Korn~~suspend or ~~the~~terminate ~~Company for any reason or no reason, without cause. Mr. Korn’s employment may also be terminated by~~ the ~~Company~~Plan ~~for “Cause” (as defined in the Employment Agreement). If Mr. Korn’s employment is terminated by him~~ without ~~“Good~~stockholder ~~Reason”~~approval ~~(as~~or ~~defined~~ratification inat ~~the Employment~~any ~~Agreement)~~time or byfrom ~~the~~time ~~Company~~to ~~for Cause, the Company will pay Mr~~time. ~~Korn~~ ~~his~~No ~~compensation~~change ~~only through the last day of his employment, and, except as~~ may ~~otherwise~~ be ~~expressly~~made ~~provided in any Company benefit plan, the Company will have no further contractual obligation to Mr. Korn. In the event~~ that ~~Mr. Korn’s~~increases ~~employment is terminated by~~ the ~~Company~~total ~~without~~number ~~Cause~~of orshares byof ~~Mr. Korn for~~Common ~~Good~~Stock ~~Reason,~~reserved ~~and~~ for ~~so long as Mr. Korn is not in breach of his non-compete, non-solicitation and confidentiality obligations~~issuance ~~(described~~pursuant ~~below), he will be entitled~~ to ~~termination~~incentive ~~benefits,~~awards ~~pursuant~~or toreduces ~~which~~ the ~~Company~~minimum ~~will~~exercise ~~(i) continue~~price tofor ~~pay~~options ~~Mr. Korn an~~or ~~amount~~exchange ~~equal to his base salary in effect immediately before termination~~ of ~~his~~options ~~employment~~ for aother ~~period~~incentive ~~of 3 months~~awards, ~~and (ii) pay~~ ~~the~~unless ~~costs~~such ofchange ~~any~~is ~~medical~~authorized ~~and~~by ~~dental~~our ~~benefits~~stockholders ~~coverage~~within ~~which~~one ~~are~~year ~~offered to Mr. Korn after termination for a period~~ of 3such ~~months~~change. ~~Except~~ asUnless ~~may~~sooner ~~otherwise be expressly provided in any Company benefit plan, the Company will have no further obligation to Mr. Korn. In the event that Mr. Korn’s employment is~~ terminated ~~due to disability~~, the ~~Company~~Plan ~~will~~would ~~pay Mr. Korn his compensation~~terminate ~~for~~ten ayears ~~period of 3 months~~ after ~~the~~it ~~termination~~is ~~date~~adopted.

~~The~~As ~~Employment Agreement~~of ~~contains~~the ~~covenants~~date ~~for~~hereof, the ~~benefit~~Board expects to award 1,000,000 shares of ~~the~~Common ~~Company~~Stock ~~relating~~under the Plan to ~~non-competition~~Dr. ~~during~~Thomson, ~~and~~the ~~for~~Company’s 1Acting ~~year~~Chief ~~following~~Financial Officer and Chairman of the ~~term~~ Board of ~~employment,~~Directors ~~non-solicitation~~and sole director in consideration of ~~the~~his ~~Company~~services ~~employees~~as ~~during~~Chairman and ~~for~~director ~~one~~in ~~year~~2014, ~~following~~as well ~~the~~as ~~term~~in consideration of ~~employment,~~Dr. ~~and~~Thomson ~~protection~~providing to the Company debt financing in the aggregate amount of approximately $310,000 as of the ~~Company’s~~date ~~confidential~~hereof, ~~information~~which remains outstanding. The shares shall vest immediately upon issuance.

SIGNATURE

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.

	GREEN ENERGY MANAGEMENT SERVICES HOLDINGS, INC.
Dated: September 19, 2014	By:	/s/ Barry P. Korn
Dated: March 3, 2015	By:	/s/ Dr. Robert Thomson
		Barry P. Korn Chief Executive Officer
	Name:	Dr. Robert Thomson
	Title:	Acting Chief Financial Officer, Chairman of the Board and Director

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