Global 8 Environmental Technologies Inc GBLE

Global 8 Files 13D-AGM Date Soon

[Tiktock]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

Global 8 Environmental Technologies, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

37990M105

(CUSIP Number)

Lisa Demmons

Vincent & Rees

175 S. Main St., Suite 1500

Salt Lake City, UT 84111

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 24, 2010

(Date of Event Which Requires Filing of This Statement)

 

Ifthe filing person has previously filed a statement on Schedule 13G toreport the acquisition that is the subject of this Schedule 13D, and isfiling this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reportingperson’s initial filing on this form with respect to the subject classof securities, and for any subsequent amendment containing informationwhich would alter disclosures provided in a prior cover page.

 

Theinformation required on the remainder of this cover page shall not bedeemed to be “filed” for the purpose of Section 18 of the SecuritiesExchange Act of 1934 (“Act”) or otherwise subject to the liabilities ofthat section of the Act but shall be subject to all other provisions ofthe Act (however,  see  the Notes).

 

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1.	Name of Reporting Person
	Milverton Capital Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization
	British Columbia, Canada

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
		6,716,000
	8.	Shared Voting Power
		0
	9.	Sole Dispositive Power
		6,716,000
	10.	Shared Dispositive Power
		0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
	6,716,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(See Instructions)
13.	Percent of Class Represented by Amount in Row (11)
	7.1%
14.	Type of Reporting Person (See Instructions)
	CO

 

 

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1.	Name of Reporting Person
	Rene Branconnier
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  ¨  (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization
	British Columbia, Canada

Number of Shares Beneficially Owned by Eac  Reporting Person With	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		8,450,379(1)
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		8,450,379(1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
	8,450,379
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(See Instructions)
13.	Percent of Class Represented by Amount in Row (11)
	8.9%
14.	Type of Reporting Person (See Instructions)
	IN

(1) Includes(a) 6,716,060 shares of common stock owned by Milverton CapitalCorporation, of which Mr. Branconnier is a controlling shareholder, (b)674,884 shares of common stock owned by 529473 BC Ltd., of which Mr.Branconnier is a controlling shareholder, (c) 680,435 shares of commonstock owned by Dynasty Farms Ltd., of which Mr. Branconnier’s wife is acontrolling shareholder through Sanclair Holdings Ltd. and (d) 379,000shares of common stock owned by Mr. Branconnier’s wife.

 

 

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1.	Name of Reporting Person
	Bernice Church
2.	Check the Appropriate Box if a Member of a Group   (See Instructions)	(a) ¨  (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	PF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	o
6.	Citizenship or Place of Organization
	Alberta, Canada

Number of Shares Beneficially Owned by Eac  Reporting Person With	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		354,541(1)
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		354,541(1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
	354,541
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(See Instructions)
13.	Percent of Class Represented by Amount in Row (11)
	0.4%
14.	Type of Reporting Person (See Instructions)
	IN

(1) Includes 354,541 shares owned jointly by Church and her husband, Dave Church.

 

 

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1.	Name of Reporting Person
	Donald Dyer
2.	Check the Appropriate Box if a Member of a Group   (See Instructions)	(a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	PF, OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	o
6.	Citizenship or Place of Organization
	British Columbia, Canada

Number of Shares Beneficially Owned by Eac  Reporting Person With	7.	Sole Voting Power
		3,491,256(1)
	8.	Shared Voting Power
		0
	9.	Sole Dispositive Power
		3,491,256(1)
	10.	Shared Dispositive Power
		0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
	3,491,256
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(See Instructions)
13.	Percent of Class Represented by Amount in Row (11)
	3.6%
14.	Type of Reporting Person (See Instructions)
	IN

(1)Includes 726,000 shares of common stock held directly by Dyer and2,765,256 Shares of Common Stock held by Pacific Ocean Resources, acompany owned and controlled by Dyer.

 

 

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1.	Name of Reporting Person
	Fernando Londe
2.	Check the Appropriate Box if a Member of a Group   (See Instructions)	(a) ¨  (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	o
6.	Citizenship or Place of Organization
	Brazil

Number of Shares Beneficially Owned by Eac  Reporting Person With	7.	Sole Voting Power
		300,000
	8.	Shared Voting Power
		0
	9.	Sole Dispositive Power
		300,000
	10.	Shared Dispositive Power
		0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
	300,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(See Instructions)
13.	Percent of Class Represented by Amount in Row (11)
	0.3%
14.	Type of Reporting Person (See Instructions)
	IN

 

 

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1.	Name of Reporting Person
	Shane Thibault
2.	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	PF, OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	o
6.	Citizenship or Place of Organization
	Saskatchewan, Canada

Number of Shares Beneficially Owned by Eac  Reporting Person With	7.	Sole Voting Power
		1,109,436(1)
	8.	Shared Voting Power
		0
	9.	Sole Dispositive Power
		1,109,436(1)
	10.	Shared Dispositive Power
		0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
	1,109,436
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	(See Instructions)
13.	Percent of Class Represented by Amount in Row (11)
	1.2%
14.	Type of Reporting Person (See Instructions)
	IN

(1) Includes 1,109,436 shares held by AS&T Holdings, Inc., which is owned and controlled by Thibault.

 

 

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Item 1. Security and Issuer.

This statement relates to the common stock, $.001 par value per share (the “Common Stock”), of the Issuer, whose principal executive offices are reported to be at 677 7th Ave. #410 San Diego, CA 92101.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly by Milverton Capital Corporation (“Milverton”), Rene Branconnier (“Branconnier”), Bernice Church (“Church”), Donald Dyer (“Dyer”), Fernando Londe (“Londe”) and Shane Thibault (“Thibault”) and, together with Milverton, Branconnier, Church, Dyer and Londe, the “Reporting Persons.”)

Milvertonis a corporation organized under the laws of British Columbia, Canada.Milverton, whose principal offices are located at 8412 Armstrong Road,Langley, BC V1M3P5, engages in the business of environmental wasteconsulting, business consulting and new product development consulting.Milverton has not, during the last five years, been convicted in acriminal proceeding (excluding traffic violations or similarmisdemeanors).  Milverton has not, during the last five years, been aparty to any civil proceeding as a result of which it has been subjectto a judgment, decree or final order enjoining future violations of, orprohibiting or mandating activities subject to, federal or statesecurities laws, or finding any violation with respect to such laws.

Branconnierhas an address of 8412 Armstrong Road, Langley, BC V1M3P5 and is thePresident of Milverton.  Milverton engages in the business ofenvironmental waste consulting, business financing and new productdevelopment consulting. Branconnier has not, during the last five years,been convicted in a criminal proceeding (excluding traffic violationsor similar misdemeanors). Branconnier has not, during the last fiveyears, been a party to any civil proceeding as a result of which he hasbeen subject to a judgment, decree or final order enjoining futureviolations of, or prohibiting or mandating activities subject to,federal or state securities laws, or finding any violation with respectto such laws. Branconnier is a citizen of British Columbia, Canada.

Churchhas an address of 6521 67 Street, Red Deer, Alberta, Canada T4P 1A3 andis a director, co-manager, secretary treasurer and co-owner ofA1-Transmission Ltd.  A1-Transmission Ltd., engages in the business ofspecialty repairs taking care of transmission and drive line needs inthe central Alberta, Canada area.  Church has not, during the last fiveyears, been convicted in a criminal proceeding (excluding trafficviolations or similar misdemeanors). Church has not, during the lastfive years, been a party to any civil proceeding as a result of which hehas been subject to a judgment, decree or final order enjoining futureviolations of, or prohibiting or mandating activities subject to,federal or state securities laws, or finding any violation with respectto such laws. Church is a citizen of Alberta, Canada.

Dyerhas an address of 4320 River Road, Richmond, BC and is the president ofPacific Ocean Resources.  Pacific Ocean Resources provides public andinvestor relations services to public and private companies. Dyer hasnot, during the last five years, been convicted in a criminal proceeding(excluding traffic violations or similar misdemeanors). Dyer has not,during the last five years, been a party to any civil proceeding as aresult of which he has been subject to a judgment, decree or final orderenjoining future violations of, or prohibiting or mandating activitiessubject to, federal or state securities laws, or finding any violationwith respect to such laws. Dyer is a citizen of Richmond, BC.

Londehas an address of 2011 Courtside Ln, #101, Charlotte, NC 28270.  Londeis an independent networking designer and consultant. Londe has not,during the last five years, been convicted in a criminal proceeding(excluding traffic violations or similar misdemeanors). Londe has not,during the last five years, been a party to any civil proceeding as aresult of which he has been subject to a judgment, decree or final orderenjoining future violations of, or prohibiting or mandating activitiessubject to, federal or state securities laws, or finding any violationwith respect to such laws. Londe is a citizen of Brazil.

Thibaulthas an address of Box 123, Saskatoon, SK, Canada S7K 3K1.  Thibault isan independent consultant in the areas of contracting and inspectionservices.  Thibault has not, during the last five years, been convictedin a criminal proceeding (excluding traffic violations or similarmisdemeanors). Thibault has not, during the last five years, been aparty to any civil proceeding as a result of which he has been subjectto a judgment, decree or final order enjoining future violations of, orprohibiting or mandating activities subject to, federal or statesecurities laws, or finding any violation with respect to such laws.Thibault is a citizen of Saskatchewan, Canada.

 

 

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Item 3. Source and Amount of Funds or Other Consideration.

Allof the shares subject to this 13D were previously acquired more than 1year ago in transactions not required to be reported except as reportedby Milverton and Branconnier in a 13D filed on July 28, 2010, and suchtransactions are not material to this 13D.  Church, Dyer, Londe andThibault are reporting under this Schedule 13D solely because they haveaccepted the nomination to run for the position of a director of theIssuer and are, therefore, considered solicitation participants underthe proxy solicitation seeking the votes to elect them and members of agroup for purposes of Rule 13-D (the “Proxy Solicitation”). No shareswere acquired nor consideration paid for the purpose of effecting thetransaction described below. All of the Reporting Persons disclaimbeneficial ownership of shares beneficially owned by other ReportingPersons.

 

Item 4. Purpose of Transaction.

Thepurpose of the Proxy Solicitation is to force a shareholder vote forthe election of the Issuer’s Directors that may result in a change ofcontrol of the Issuer.  The Reporting Persons are also seeking to amendthe Issuer’s Bylaws to return the Bylaws to the form they were in priorto being amended by the individual purporting to be the Issuer’s soledirector.  As of the date hereof, the Reporting Persons have immediateplans to vote their shares at the Issuer’s annual meeting in a mannerthat would result in a change in the present board of directors ormanagement of the Issuer and the amendment of the Issuer’s Bylaws. Thoseplans are more fully disclosed in the form R14A filed by certainparties, including Milverton and Branconnier, with the SEC on April 22,2011.

TheReporting Persons may, at any time and from time to time, subject toany applicable regulatory approvals and depending upon various factors,including without limitation the financial performance of the Issuer,the availability and price of shares of the Common Stock and othergeneral and market conditions, (1) acquire or dispose of shares ofCommon Stock through open market transactions, (2) acquire or dispose ofthe Common Stock or other securities of the Issuer (together with theCommon Stock,  “Issuer Securities”)through private transactions, (3) enter into and dispose of derivativetransactions with one or more counterparties that are based on the valueof Issuer Securities and engage in hedging transactions with respect toIssuer Securities, (4) make an offer to purchase up to all of theIssuer’s outstanding shares of Common Stock, through a negotiatedtransaction, a series of negotiated transactions or otherwise, (5) causethe Common Stock to be deregistered through a squeeze-out mergertransaction or otherwise, (6) pursue a “going-private” transaction or(7) present proposals for consideration at annual or special meetings ofthe Issuer’s shareholders.  The Reporting Persons may change theirintentions with respect to any and all of the matters referred to inthis Item 4.

Exceptas stated above, none of the Reporting Persons has any plans orproposals of the types referred to in clauses (a) through (j) of Item 4of Schedule 13D, as promulgated by the Securities and ExchangeCommission.

Item 5. Interest in Securities of the Issuer.

(a)

Milverton is the beneficial owner of the 6,716,060 shares of Issuer’s common stock.  Based upon the most recent information obtained by Milverton through the Issuer’s transfer agent (the “Transfer Agent Report”), the Issuer had 94,464,063 Common Shares issued and outstanding.  Milverton holds a 7.1% stake in the Issuer on a fully-diluted basis. There is some indication, as reported in a C14A filed by third parties on June 14, 2010 (the “3rd Party Filing”), that an additional 14,500,000 shares of Issuer’s common stock have been issued, in which case there would be at least 108,964,063 shares issued and outstanding and Milverton would then hold a 6.1% stake in the Issuer on a fully-diluted basis.

ReneBranconnier is the beneficial owner of 8,450,379 shares of Issuer’scommon stock.  Based upon the most recent information obtained from theTransfer Agent Report, the Issuer had 94,464,063 Common Shares issuedand outstanding.  Branconnier holds a 8.9% stake in the Issuer on afully-diluted basis. There is some indication, as reported in the 3rdParty Filing, that an additional 14,500,000 shares of Issuer’s commonstock have been issued, in which case there would be at least108,964,063 shares issued and outstanding and Branconnier would thenhold a 7.8% stake in the Issuer on a fully-diluted basis.

 

 

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BerniceChurch is the beneficial owner of 354,500 shares of Issuer’s commonstock.  Based upon the most recent information obtained from theTransfer Agent Report, the Issuer had 94,464,063 Common Shares issuedand outstanding.  Church holds a 0.375% stake in the Issuer on afully-diluted basis. There is some indication, as reported in the 3rdParty Filing, that an additional 14,500,000 shares of Issuer’s commonstock have been issued, in which case there would be at least108,964,063 shares issued and outstanding and Church would then hold a0.325% stake in the Issuer on a fully-diluted basis.

DonaldDyer is the beneficial owner of 3,491,265 shares of Issuer’s commonstock.  Based upon the most recent information obtained from theTransfer Agent Report, the Issuer had 94,464,063 Common Shares issuedand outstanding.  Dyer holds a 3.7% stake in the Issuer on afully-diluted basis. There is some indication, as reported in the 3rdParty Filing, that an additional 14,500,000 shares of Issuer’s commonstock have been issued, in which case there would be at least108,964,063 shares issued and outstanding and Dyer would then hold a3.2% stake in the Issuer on a fully-diluted basis.

FernandoLonde is the beneficial owner of 300,000 shares of Issuer’s commonstock.  Based upon the most recent information obtained from theTransfer Agent Report, the Issuer had 94,464,063 Common Shares issuedand outstanding.  Londe holds a 0.32% stake in the Issuer on afully-diluted basis. There is some indication, as reported in the 3rdParty Filing, that an additional 14,500,000 shares of Issuer’s commonstock have been issued, in which case there would be at least108,964,063 shares issued and outstanding and Londe would then hold a0.275% stake in the Issuer on a fully-diluted basis.

ShaneThibault is the beneficial owner of 1,109,436 shares of Issuer’s commonstock.  Based upon the most recent information obtained from theTransfer Agent Report, the Issuer had 94,464,063 Common Shares issuedand outstanding.  Thibault holds a 1.2% stake in the Issuer on afully-diluted basis. There is some indication, as reported in the 3rdParty Filing, that an additional 14,500,000 shares of Issuer’s commonstock have been issued, in which case there would be at least108,964,063 shares issued and outstanding and Thibault would then hold a1% stake in the Issuer on a fully-diluted basis.

(b)

Milverton is the legal, record owner of, and has sole voting and dispositive power with respect to 6,717,060 shares of Common Stock and accordingly is deemed to be the beneficial owner of 6,717,060 shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934 (as amended, the “1934 Act”). Except for such deemed beneficial ownership, Milverton does not own any Common Stock or other equity securities of the Issuer.  Milverton disclaims beneficial ownership of the other shares of Common Stock reported hereunder.

Branconnieris the controlling shareholder of Milverton and 529473 BC Ltd. In thatcapacity, Branconnier has shared voting and dispositive power withrespect to 7,390,944 shares of Common Stock. Branconnier’s wife is the(i) beneficial owner of 680,435 shares of Issuer’s Common Stock owned byDynasty Farms Ltd., of which she is a controlling shareholder throughSanclair Holdings Ltd, and (ii) direct owner of 379,000 shares of commonstock.  Due to Branconnier’s marital relationship with Mrs.Branconnier, Branconnier may be deemed to have shared voting anddispositive power with respect to an additional 1,059,435 shares ofIssuer’s common stock.  Accordingly, Branconnier is deemed to be thebeneficial owner of 8,450,379 shares of Common Stock for purposes ofSection 13(d) of the 1934 Act. Except for such deemed beneficialownership, Branconnier does not own any Common Stock or other equitysecurities of the Issuer.  Branconnier disclaims beneficial ownership ofthe other shares of Common Stock reported hereunder, except to theextent of his beneficial ownership of Milverton and 529473 BC Ltd.

BerniceChurch is the beneficial owner and has shared voting dispositive powerof 354,500 shares of Issuer’s Common Stock owned by Church and herhusband, David Church.  Church is deemed to be the beneficial owner of354,500 shares of Common Stock for purposes of Section 13(d) of the 1934Act.  Except for such deemed beneficial ownership, Church does not ownany Common Stock or other equity securities of the Issuer.  Churchdisclaims beneficial ownership of the other shares of Common Stockreported hereunder.

 

 

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DonDyer has sole voting and dispositive power with respect to 3,491,256shares of Issuer’s Common Stock, 726,000 shares of which are helddirectly by Dyer and 2,765,256 shares held by Pacific Ocean Resources, acompany owned and controlled by Dyer. Dyer is deemed to be thebeneficial owner of 3,491,256 shares of Common Stock for purposes ofSection 13(d) of the 1934 Act.  Except for such deemed beneficialownership, Dyer does not own any Common Stock or other equity securitiesof the Issuer.  Mr. Church disclaims beneficial ownership of the othershares of Common Stock reported hereunder.

FernandoLonde has sole voting and dispositive power with respect to 300,000shares of Common Stock held directly by Londe.  Londe is deemed to bethe beneficial owner of 300,000 shares of Common Stock for purposes ofSection 13(d) of the 1934 Act.  Except for such deemed beneficialownership, Londe does not own any Common Stock or other equitysecurities of the Issuer.  Londe disclaims beneficial ownership of theother shares of Common Stock reported hereunder.

ShaneThibault has sole voting and dispositive power with respect to1,109,436 shares of Issuer’s Common Stock, all of which shares are heldby AS&T Holdings, Inc., a company owned and controlled by Thibault.Thibault is deemed to be the beneficial owner of 1,109,436 shares ofCommon Stock for purposes of Section 13(d) of the 1934 Act.  Except forsuch deemed beneficial ownership, Thibault does not own any Common Stockor other equity securities of the Issuer.  Thibault disclaimsbeneficial ownership of the other shares of Common Stock reportedhereunder.

(c)	None of the Reporting Persons has effected any transaction in or with respect to the Issuer’s Common Stock within the last 60 days.

(d)	Not Applicable

(e)	Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Exceptas described herein with respect to (i) Branconnier’s ownership andparticipation in the management of Milverton and 529473 BC Ltd., (ii)Dyer’s ownership and participating in the management of Pacific OceanResources, and (iii) Thibault’s ownership and participation in themanagement of AS&T Holdings, Inc., none of the Reporting Persons is aparty to any contract, arrangement, understanding or relationship(legal or otherwise) with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit A

Joint Filing Agreement Between the Reporting Persons.

[SIGNATURE PAGE FOLLOWS]

 

 

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Afterreasonable inquiry and to the best of its or his knowledge and belief,each of the undersigned certifies that the information set forth in thisstatement is true, complete and correct.

Date: May 25, 2011

MILVERTON CAPITAL CORPORATION

By:	/s/ Rene Branconnier_
Name:	Rene Branconnier
Title:	President
/s/ Rene Branconnier
Name:	Rene Branconnier
/s/ Bernice Church
Name:	Bernice Church
/s/ Donald Dyer
Name:	Donald Dyer
/s/ Fernando Londe
Name:	Fernando Londe
/s/ Shane Thibault
Name:	Shane Thibault

 

 

 

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FILING AGREEMENT BETWEEN

MILVERTON CAPITAL CORPORATION AND RENE BRANCONNIER

Theundersigned hereby agree that the Schedule 13D with respect to theCommon Stock,
.001 par value, of Global 8 Environmental Technologies,Inc., dated of even date herewith is and shall be filed on behalf ofeach of us pursuant to and inaccordance with the provisions of Rule13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated: May 25, 2011

	By:	/s/ Rene Branconnier
		Rene Branconnier
	MILVERTON CAPITAL CORPORATION
	By:	/s/ Rene Branconnier
	Name:	Rene Branconnier
	Title:	President
	/s/ Bernice Church
	Name:	Bernice Church
	/s/ Donald Dyer
	Name:	Donald Dyer
	/s/ Fernando Londe
	Name:	Fernando Londe
	/s/ Shane Thibault
	Name:	Shane Thibault