UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): September 28, 2012~~1934

Date of Report (Date of earliest event reported): December 10, 2012

Commission File Number: 333-151684

GMS Capital Corp.

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 26-1094541 (I.R.S. Employer Identification No.) 3055 L’Assomption Blvd., Montreal, Quebec H1N 2H1 Canada (Address of principal executive offices) (514) 254-9473 (Registrant’s telephone number, including area code)


Florida (State or other jurisdiction of incorporation or organization)		26-1094541 (I.R.S. Employer Identification No.)

194, St-Paul West, Suite 400, Montreal, Quebec H2Y 1Z8 Canada (Address of principal executive offices) +1.866.251.3372 (Registrant’s telephone number, including area code)
3055 L’Assomption Blvd., Montreal, Quebec H1N 2H1 Canada

(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 (17 CFR 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))

ITEM 5.~~01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~02

OnDeparture ~~September 18, 2012, Caroline Coulombe resigned as Chief Executive Officer, Chief Financial Officer~~ of ~~the~~Directors ~~Company.~~or AtPrincipal ~~the~~Officers; ~~same~~Election ~~Board Meeting, the Company appointed Mr. Philip Lamb as Chief Executive Officer, Chief Financial Officer and Director~~ of ~~the~~Directors; ~~Company. The~~Appointment ~~appointment~~ of ~~Mr.~~Principal Lamb as Chief Executive Officer is for a term of 3 years and 3 months ending on December 31st, 2012 and renewable for one year at a time thereafter at the option of Mr. Lamb and the Company. For the time being and until the Company can recruit a suitable Chief Financial Officer, Mr. Lamb will also act as Chief Financial Officer on an interim basis for the Company. Officers

~~Pursuant~~On toDecember ~~his Employment Agreement~~10, ~~Mr. Lamb will receive a yearly base compensation of $250~~2012,~~000~~ ~~CAD and will be entitled to bonuses representing a maximum of 300% of base compensation based on~~ the ~~attainment by the~~ Company ofdismissed ~~specific targeted goals and objectives. Among other, the metrics upon which~~ Mr. Philip Lamb’s ~~performance~~as ~~will~~its bePresident ~~evaluated~~and ~~will~~CEO ~~include targeted revenues, targeted earnings before interest~~ and ~~depreciation,~~appointed ~~targeted~~Mr. ~~financings,~~Stephane ~~targeted~~Solis ~~acquisitions~~to ~~and~~the ~~targeted~~positions ~~average monthly volume~~ on ~~our~~an ~~stock~~interim basis. At ~~the~~an ~~sole~~earlier ~~discretion~~Board ~~of our Company~~Meeting, ~~we may elect to pay up to 50% of~~ the ~~yearly~~Company ~~bonus~~also appointed Mr. ~~Lamb~~Stéphane ~~may~~Solis beas ~~entitled~~Chairman toand inDirector ~~Common stock~~ of ~~our Company. In such case,~~ the ~~share price of the Common stock of our~~ Company ~~will be deemed~~ to bereplace ~~average~~Mrs. ~~share~~Caroline ~~price~~Coulombe ofwho ~~our~~resigned ~~Common~~as ~~stock~~Chairman ~~during~~and ~~the~~Director ~~preceding 90 days prior to December 31st, less a discount~~ of ~~15%. Further, upon~~ the ~~execution~~Company ofon ~~his~~September ~~employment agreement~~19, 2012. Mr. ~~Lamb~~Solis ~~received~~will ~~30,000~~also ~~options~~act ~~exercisable~~as atthe aCompany ~~price~~Chief ofFinancial $8Officer.50 ~~per~~Pursuant ~~share~~to ~~and~~a ~~these~~verbal ~~options will vest on December 31st, 2012. In subsequent years of his employment~~ agreement, ~~that is on January 1st, 2013, 2014 and 2015~~ Mr. ~~Lamb~~Solis will receive ~~80,000~~a ~~options~~monthly ~~per~~compensation ~~year and these options will vest on December 31st~~ of ~~each~~$8,000 ~~year~~CAD. ~~following~~Through ~~their~~Geiser ~~award. The~~Asset ~~exercise~~Management ~~price~~Inc at which ~~these options may be exercised~~ Mr. ~~Lamb~~Solis ~~will~~is ~~equal to~~ the ~~average~~sole ~~share~~shareholder, ~~price~~Mr. ofSolis ~~our~~is ~~Common~~indirectly ~~stock during~~ the ~~preceding~~beneficial 90owner ~~days prior to the vesting date~~ of ~~the options~~122,536 ~~less~~common ashares ~~discount~~ of ~~15%.~~GMS Capital Corp.

~~Prior~~Since toDecember ~~joining our Company~~2009, Mr. ~~Lamb~~Stephane ~~was~~Solis is President and Chief Investment Officer of ~~Gencade~~Geiser Asset Management Inc., a ~~holding~~private ~~company.~~equity ~~Before,~~firm ~~from~~specializing ~~January~~in ~~2011~~structuring tofinancial ~~November~~transactions ~~2007,~~for ~~Mr.~~growing ~~Lamb~~companies ~~was~~with ~~partner~~strong vision and ~~President~~capable ofmanagement. ~~CEO~~Prior, ~~Capital~~from ~~Corporation,~~October an2005 ~~equity~~to ~~firm~~December ~~based~~2009, inMr. ~~Toronto~~Solis ~~providing~~worked ~~growth~~as ~~capital~~a ~~and~~consultant ~~consulting~~offering ~~services~~financial toengineering ~~small~~solutions ~~and~~to ~~mid-sized~~early stage companies seeking financing on U.S. ~~Prior,~~public ~~from~~markets. Between November ~~2007~~2000 toand ~~August~~September ~~2004~~2005, Mr. ~~Lamb~~Solis ~~was~~worked afor ~~significant~~Manaris ~~shareholder~~Corporation (MANS.OB) and ~~principal~~its ~~operator~~predecessor, ofC-Chip ~~The~~Technologies ~~Color~~Corporation ~~Group/Group 3 Cosmetics Inc~~(CCHI.OB), a ~~cosmetics~~risk ~~manufacturing~~mitigation company, ~~based~~first inas ~~Sherbrooke,~~consultant ~~QC,~~until ~~working~~March ~~with~~2001, athen ~~number~~as ofits ~~major~~Chief ~~cosmetics~~Financial ~~companies~~Officer inuntil ~~developing~~January 2003 and ~~manufacturing~~then ~~products~~as ~~for~~its ~~their~~President ~~respective~~and ~~lines~~Chief ofExecutive ~~brands~~Officer ofuntil ~~cosmetics~~September 2005. ~~From~~Prior, from August ~~2004~~1998 to ~~March~~October ~~1996~~2000, Mr. ~~Lamb~~Solis worked atfor ~~the~~Groome ~~Cott~~Capital ~~Corporation~~Inc., a ~~beverage~~corporate ~~company~~finance ~~that~~boutique ~~grew~~focusing ~~rapidly~~on the financing of both private and ~~where~~public hecompanies ~~was~~in ~~successively~~the ~~Vice-President,~~information ~~Controller~~technology ofsector. ~~Cott~~In ~~Corporation~~January 1993, ~~Vice~~Mr. Solis co-~~President~~founded GLS Capital Inc., ~~Finance~~an &institutional ~~Administration~~research ofboutique ~~Cott~~specializing ~~Beverages~~in ~~Canada~~the ~~and~~information ~~ended~~technology assector ~~President~~which, ofin ~~Cott~~1995, ~~Beverages~~was ~~Canada~~sold to Yorkton Securities Inc. and Mr. ~~Lamb~~Solis ~~has~~joined ~~over~~Yorkton's ~~twenty-five~~corporate ~~years~~finance ofteam ~~experience~~and inmanaged ~~consumer~~the ~~packaged~~company's ~~goods~~operations ~~and~~in isMontreal. ~~known~~At asYorkton auntil ~~business~~1998, ~~executive~~Mr. ~~with~~Solis awas ~~proven~~focused ~~track~~on ~~record~~the offinancing, ~~delivering~~both ~~results~~private and ~~improving~~public, ~~corporate~~of ~~performance,~~emerging ascompanies ~~well~~in asknowledge ~~for~~based ~~his~~industries. ~~ethics~~Before, ~~integrity~~in ~~and~~January ~~visionary~~1990, ~~leadership.~~ Mr. ~~Lamb~~Solis isjoined a ~~CMA~~Montreal ~~and~~subsidiary aof ~~member~~Lombard Odier, one of the largest private banks in ~~good~~Switzerland, ~~standing~~where he provided investment advice on Canadian companies to a select clientele. Mr. Solis began his career in 1985 with ~~the~~Midland ~~Society~~Doherty Inc., a predecessor of ~~Management~~Merrill ~~Accountants~~Lynch Canada Inc. He, ~~has~~as ~~also~~a ~~been treasurer~~Research ofAnalyst following special situations and the ~~Canadian~~communications ~~Museum~~and ofmedia ~~Photography~~sector for institutional clients. Between May 2001 and ~~sat~~August on2001, ~~the~~Mr. ~~board~~Solis was a Director of ~~the~~Innofone.com ~~Bridgepoint~~(INNF. ~~Health~~OB) ~~Foundation~~and from ~~August~~April ~~2005~~2003 to ~~July~~September ~~2011~~2005, he was a Director of Manaris Corporation (MANS. OB).

OnItem ~~September 26, 2012, the Company issued a press release announcing the resignation of Mrs~~8.01 ~~Caroline~~Other ~~Coulombe as the Company's Chief Executive Officer, Chief Financial Officer and the appointment of Mr. Philip Lamb Chief Executive Officer, Chief Financial Officer and Director of the Company.~~ Events

AOn ~~copy~~December of10th, ~~Mr.~~2012, ~~Lamb’s~~the ~~Employment~~Company ~~Agreement~~issued ~~and~~a ~~copy of the~~ press release ~~has~~announcing ~~been~~the ~~filed~~dismissal ~~with~~of ~~this~~Mr. ~~Current~~Philip ~~Report~~Lamb ~~on Form 8-K~~ as ~~Exhibit~~its ~~99.1~~President and ~~Exhibit~~CEO ~~99.2 respectively~~ and ~~are~~the ~~incorporated~~appointment ~~herein~~of ~~by reference~~Mr. InStephane ~~accordance with~~Solis ~~General Instruction B.2~~as ofPresident ~~Form~~and ~~8-K,~~CEO ~~the information~~as inwell ~~this~~as ~~Current~~Chairman ~~Report on Form 8-K, including Exhibit 99.1~~ and ~~Exhibit~~Director ~~99.2, shall not be deemed to be "filed" for purposes~~ of ~~Section 18 of~~ the Company. ~~Securities~~A ~~Exchange~~copy ~~Act~~ of ~~1934, as amended (~~the ~~"Exchange Act"),~~press orrelease ~~otherwise~~is ~~subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document~~ filed ~~under the Securities Act of 1933,~~ as ~~amended,~~Exhibit ~~or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~99.1 hereto.

The information furnished under Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release Dated December 10, 2012

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.

GMS Capital Corp

/s/ STEPHANE SOLIS

Stephane Solis

Chief Executive Officer

Date: December 11, 2012

Filing Compare · GMS Capital Corp.