SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. ~~20549~~ 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 10, 2012 GreenCell, Inc. (Exact name of registrant as specified in its charter)

Date of Report (Date of earliest event reported): May 25, 2011

GreenCell, Incorporated

(Exact name of registrant as specified in its charter)

Florida	333-167147	27-1439209
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 Keuka Business Park, Penn Yan, New York		14527
11 Keuka Business Park Penn Yan, New York	14527
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant’s telephone number, including area code: (315-) 694-7134

___________________________________________________ (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:

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~1

¨SECTION ~~Pre-commencement~~5 ~~communications~~– ~~pursuant~~Corporate toGovernance ~~Rule~~and ~~14d-2(b)~~Management ~~under the Exchange Act (17 CFR 240.14d-2(b))~~

¨Item ~~Pre-commencement~~5.02(e) ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~13e-4(c)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240.13e-4(c))~~Certain Officers; Compensatory Arrangements of Certain Officers

~~SECTION~~On 1May –10, ~~Registrant’s~~2012, ~~Business~~our Board of Directors adopted a Stock Option Plan that provides incentive stock options for the purposes of attracting, retaining and ~~Operations~~motivating key corporate personnel. The plan includes provisions for both qualified and non-qualified options, up to a maximum of fifteen percent of our total issued and outstanding shares of common stock.

~~Item 1.01~~As ~~Entry~~of ~~into~~May a10, ~~Material~~2012, ~~Definitive~~no ~~Agreement.~~options have been awarded under the plan.

OnA ~~May 25,~~copy ~~2011, GreenCell, Incorporated and four~~ of ~~our unsecured creditors, holding promissory notes with a total principal and unpaid interest balance due of $205,000, agreed to exchange~~ the ~~entirety~~ ofStock ~~the~~Option ~~balance~~Plan ~~due on the notes for shares of our restricted common stock at a rate of $0.10 per share, resulting~~ in ~~the~~its ~~issuance~~entirety ofis aattached ~~total of 2,050,000 shares to our creditors. The exchange was effective May 25, 2011 and results in~~hereto ~~the~~as ~~effective~~Exhibit ~~elimination of $205,000 in debt obligations from our balance sheet~~10. 1.

SECTION 39 – ~~Securities~~Financial Statements and ~~Trading Markets.~~ Exhibits

Item 3 9.0201 ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities.~~ Exhibits

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

Exhibit	Description
10.1	2012 Stock Option Plan of GreenCell, Inc. dated May 10, 2012

~~The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(~~2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, no advertising or general solicitation was employed in offering, the creditors exchanging their debt for our restricted common stock were accredited investors, the creditors had access to information about us and their investment, the creditors took the securities for investment and not resale, and we took appropriate measures to restrict the subsequent transfer of the common stock issued, including the use of a restrictive legend on the printed certificates.

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.

GreenCell, ~~Incorporated /s/ Dan Valladao Dan Valladao Date: May 31, 2011~~Inc.

/s/Dan Valladao

President

Date: May 11, 2012

Filing Compare · GreenCell, Inc