Greenhouse Solutions Inc. (Form: 8-K, Received: 01/27/2015 16:01:45)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 31, 2015

GREENHOUSE SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)

            Nevada                          000-54759                         45-2094634
-------------------------------   -------------------------------   -------------------------------
 (State or other jurisdiction        (Commission File Number)        (IRS Employer Identification
      of incorporation)                                                        Number)

8400 East Crescent Pwky.
Suite 600
Greenwood Village, CO 80111
(Address of principal executive offices)

(970) 439-1905
(Registrant's Telephone Number, Including Area Code)

(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):

[_] 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))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 31, 2015, the Board appointed Ted Tinsman Vice President of Architecture. A copy of the form of Mr. Tinsman's Consulting Agreement is attached as Exhibit 10.1.

Ted Tinsman, age 50, Vice President of Architecture

From 2010-2015, Ted Tinsman has owned and operated Architectural Element, an architecture company focused on MMJ and MJ plant husbandry design and MMJ and MJ permitting located in Denver Colorado. Mr. Tinsman has designed over 250 MJ related facilities in Colorado alone as well as a number of MJ facilities nation-wide. Mr. Tinsman's projects include greenhouse complexes, greenhouses-on-pop-tops over existing Denver grows, MIP kitchens with many sewer use and drain permits for trench drains, hydroponic effluent evacuation and disposal, dispensaries, corporate offices, and all extractions. Mr. Tinsman acquired his Colorado Architect license June 1995. He holds a Master of Architecture and Bachelor of Arts in Architecture from University of Illinois at Urbana-Champaign and a Bachelor of Arts, Art and Philosophy from Lafayette College. Mr. Tinsman has been a practicing architect for 20 years.

Effective January 31, 2015, the Board appointed Loren Priest Vice President of Engineering. A copy of the form of Mr. Priest's Consulting Agreement is attached as Exhibit 10.1.

Loren Priest, age 51, Vice President of Engineering

From 2010-2015, Loren Priest has been head of engineering for Architectural Element, an architecture company focused on MMJ and MJ plant husbandry design and MMJ and MJ permitting located in Denver Colorado. Mr. Priest has mechanically engineered a large number of MJ facilities covering all aspects of the Marijuana business. Mr. Priest has more than 25 years of experience in the mechanical and electrical engineering field running numerous projects from inception to completion. Mr. Priest is currently LEED AP certified and is well versed in the principals of Green Building Design and implementation. Mr. Priest was appointed by Governors Owens and Ritter to the Colorado State Electrical Board from 2005 to 2011 and was elected Chairman of the Board from 2008 thru 2011. Mr. Priest has worked on projects in over 43 states as well as completed projects for companies such as AT&T, Cricket, Nextel, Sprint, Verizon, American Tower, and Crown Castle.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following is a complete list of exhibits filed as part of this Report.

Exhibit No.               Description

10.1                      Ted Tinsman Consulting Agreement
10.2                      Loren Priest Consulting Agreement

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.

GREENHOUSE SOLUTIONS INC.

Date: February 27, 2015

                                            By: /s/ Redgie Green
                                                --------------------------------
                                                Redgie Green, President

EXHIBIT 10.1

CONSULTING AGREEMENT

AGREEMENT made as of the 31st day of January, 2015 by and between Greenhouse Solutions, Inc. (the "Company"), address: 8400 E. Crescent Pkwy., Suite 600, Greenwood Village, Colorado 80111, and Ted Tinsman (the "Consultant"), address: __________________________________.

WHEREAS, the Company desires professional guidance and advice regarding architectural matters; and

WHEREAS, Consultant has expertise in the area of architecture and is willing to act as an advisor and consultant to the Company upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:

1. Duties, Scope of Agreement, and Relationship of the Parties

(a) The Company hereby agrees to retain Consultant as an advisor on architectural matters, and Consultant agrees to advise the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote approximately 15 hours per week to the tasks under this Agreement. In addition, the company understands that consultant's efforts on behalf of his other interests are the sole and separate property of Consultant.

(b) The services rendered by consultant to the company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, agent, or legal representative of the Company for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Company to its employees. No right or authority is granted to Consultant to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the company, except as may be set forth herein. The company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to consultant hereunder, and Consultant agrees that he will pay all taxes due on such amounts.

(c) Consultant agrees to make available to Company its services as an Office, Vice President of Architecture, on an as needed basis on reasonable request.

2. Compensation

a) The Company will agree to issue 300,000 shares of restricted common stock subject to vesting after 6 months as a retention fee to Consultant to perform the services agreed hereunder. The Company shall issue said shares at the end of six months if services have continued to be rendered and Consultant remains an officer. The parties may modify the compensation only by written amendment.

b) The Company shall pay billable hours for services at normal professional rates provided for Greenhouse contracts as received by the Company, plus documented travel and entertainment expenses if reasonable.

3. Expenses

The Company shall reimburse Consultant for all pre-approved reasonable and necessary expenses incurred by it in carrying out its duties under this Agreement. Consultant shall submit related receipts and documentation with his request for reimbursement.

4. Renewal; Termination

(a) This Agreement shall continue in effect on a one year basis until terminated by written notice by either party to the other. Either the Company or the Consultant may terminate this Agreement by giving the other party three (3) days written notice prior to the end of any calendar month after 90 days, if substantial progress is not being made in capital raising. However, termination of Consultant by the Company shall not relieve the Company of its financial obligations to Consultant as defined herein. Death the Consultants inability to continue performing his duties under the Contract will relieve the Company of its financial obligations to such date of termination to Consultant as defined herein.

(b) Subject to the continuing obligations of Consultant under Section 5 below, either party may terminate this Agreement at any time if the other party shall fail to fulfill any material obligation under this Agreement and shall not have cured the breach within 5 days after having received notice thereof.

(c) Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.

5. Confidential Information

(a) "Confidential Information," as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:

(i) Trade secret information about the Company and its products;

(ii) Information concerning the Company's business as the Company has conducted it since the Company's incorporation or as it may conduct it in the future; and

(iii)Information concerning any of the Company's past, current, or possible future products, including (without limitation) information about the Company's research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.

(b) Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).

(c) Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it for a period of two (2) years after termination of this Agreement. However, information in the possession of Consultant as of the Effective Date of this Agreement, information that is public or becomes public, or information that is required to be disclosed by a bona fide legal authority is exempt from this Agreement.

(d) If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them. The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Colorado or any other state or any country wherein Consultant may from time to time perform services pursuant to this Agreement. This Section 5 shall survive the termination or expiration of this Agreement.

(e) Consultant agrees to enter into a 16(b) Plan for any sales of shares of company, subject to the Plans approval by the company in writing.

6. False or Misleading Information

The Company warrants that it will provide Consultant with accurate financial, corporate, and other data required by Consultant and necessary for full disclosure of all facts relevant to any efforts required of Consultant under this Agreement. Such information shall be furnished promptly upon request. If the Company fails to provide such information, or if any information provided by the Company to Consultant shall be false or misleading, or if the Company omits or fails to provide or withholds relevant material information to Consultant or to any professionals engaged pursuant to paragraph 5(d) above, then, in such event, any and all fees paid hereunder will be retained by Consultant as liquidated damages and this Agreement shall be null and void and Consultant shall have no further obligation hereunder. Further, by execution of this Agreement, the Company hereby indemnifies Consultant from any and all costs for expenses or damages incurred, and holds Consultant harmless from any and all claims and/or actions that may arise out of providing false or misleading information or by omitting relevant information in connection with the efforts required of Consultant under this Agreement.

7. Consultant's Best efforts and No Warranty of Information

Consultant shall use its best efforts to use reliable information and scientific techniques associated with the cloud services business. However, Consultant makes no warranty as to the completeness or interpretation of such

information, nor does Consultant warrant the information with regard to errors or omissions contained therein. Any reserve estimates, price calculations, price forecasts, exploration potential predictions or similar information provided by Consultant are, or may well be, estimates only and should not be considered predictions of actual results.

8. Miscellaneous

(a) Successors and Assigns. This Agreement is binding on and ensures to the benefit of the Company. Company cannot assign this Agreement without Consultant's written agreement.

(b) Modification. This Agreement may be modified or amended only in writing signed by both the Company and Consultant.

(c) Governing Law. The laws of placeStateColorado will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Colorado court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.

(d) Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective, to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.

(e) Waivers. No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.

(f) Captions. The headings in this Agreement are for convenience only and do not affect this Agreement's interpretation.

(g) Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.

(h) Notices. All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the addresses stated below. These addresses may be changed at any time by like notice.

In the case of the Company:

Greenhouse Solutions, Inc. 8400 E. Crescent Pkwy., Suite 600 Greenwood Village, CO 80111

In the case of Consultant:

Ted Tinsman

(i) Indemnification. Company agrees to indemnify and hold harmless Consultant from any and all claims, actions, liabilities, costs, expenses, including attorney fees arising from claims made against Consultant in connection with Company's possession or use of advice, guidance, materials, information, data or other services provided by Consultant under this Agreement.

(j) Conflicts of Interest. Company acknowledges that Consultant is engaged in the business of providing consulting for other companies in the cloud services industry within the North America. In the event Consultant is requested by Company to provide advice and guidance on or about issues that may create a potential conflict of interest between Consultant's other business matters and the Company's operations, Consultant shall not be required by Company to render advice and guidance on such an area. Company and Consultant shall use their best efforts to notify each other of any potential conflicts of interests. In any event, Consultant's general knowledge that Company plans to engage, or is actively engaging, related to the cloud services industry shall in no way preclude Consultant, or Consultant's business entities, from providing services or consulting for other cloud services companies within the same area.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

The Company                                      Consultant
GREENHOUSE SOLUTIONS, INC.                       TED TINSMAN


By:
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EXHIBIT 10.2

CONSULTING AGREEMENT

AGREEMENT made as of the 31st day of January, 2015 by and between Greenhouse Solutions, Inc. (the "Company"), address: 8400 E. Crescent Pkwy., Suite 600, Greenwood Village, Colorado 80111, and Loren Priest (the "Consultant"), address: __________________________________.

WHEREAS, the Company desires professional guidance and advice regarding engineering matters; and

WHEREAS, Consultant has expertise in the area of architecture and is willing to act as an advisor and consultant to the Company upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:

1. Duties, Scope of Agreement, and Relationship of the Parties

(a) The Company hereby agrees to retain Consultant as an advisor on engineering matters, and Consultant agrees to advise the Company during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote approximately 15 hours per week to the tasks under this Agreement. In addition, the company understands that consultant's efforts on behalf of his other interests are the sole and separate property of Consultant.

(c) Consultant agrees to make available to Company its services as an Office, Vice President of Engineering, on an as needed basis on reasonable request.

2. Compensation

3. Expenses

4. Renewal; Termination

(c) Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.

5. Confidential Information

(i) Trade secret information about the Company and its products;

(ii) Information concerning the Company's business as the Company has conducted it since the Company's incorporation or as it may conduct it in the future; and

(e) Consultant agrees to enter into a 16(b) Plan for any sales of shares of company, subject to the Plans approval by the company in writing.

6. False or Misleading Information

7. Consultant's Best efforts and No Warranty of Information

8. Miscellaneous

(a) Successors and Assigns. This Agreement is binding on and ensures to the benefit of the Company. Company cannot assign this Agreement without Consultant's written agreement.

(b) Modification. This Agreement may be modified or amended only in writing signed by both the Company and Consultant.

(f) Captions. The headings in this Agreement are for convenience only and do not affect this Agreement's interpretation.

In the case of the Company:

Greenhouse Solutions, Inc. Greenhouse Solutions, Inc. 8400 E. Crescent Pkwy., Suite 600 Greenwood Village, CO 80111

In the case of Consultant:

Loren Priest

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

The Company                                     Consultant
GREENHOUSE SOLUTIONS, INC.                      LOREN PRIEST


By:
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