xelr88k_june12009.htm
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): June 1, 2009
XELR8
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50875
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84-1575085
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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480
South Holly Street
Denver,
CO 80246
(Address
of principal executive offices, including zip code)
(303) 316-8577
(Registrant’s
telephone number, including area code)
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 (17CFR
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
1.01 Entry into a Material Definitive
Agreement
On
June 1, 2009 the Company entered into an employment agreement with its
Chief Financial Officer, Mr. John Pougnet. Mr. Pougnet had served as
the Company’s Chief Executive Officer from October 1, 2006 to June 1, 2009,
and as Chief Financial Officer since September 12, 2005. The agreement is
for a period of one year and provides for base annual salary of
$112,500.
Item
5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers
(a) Effective
June 1, 2009, John Pougnet resigned from his position as Chief Executive
Officer. There were no disagreements between the Company and Mr. Pougnet
on any matters involving accounting policies or practices. Mr. Pougnet
will continue to serve as the Company’s Chief Financial Officer and a member of
the Company’s Board of Directors.
(b) Effective
June 1, 2009, Sanford Greenberg was appointed as Interim Chief Executive
Officer. Mr. Greenberg is currently the Chairman of the Board of Directors
of the company and will continue to serve in this capacity. Mr. Greenberg
is our Founder and since our inception in October 2000 until
March 2005 served as our Chairman and Chief Executive Officer. In
March 2005, Mr. Greenberg resigned his position as Chairman and Chief
Executive Officer to devote full-time efforts in advancing our sales and
marketing program through our independent distributors. Mr. Greenberg will
receive no additional compensation for his services as Interim Chief Executive
Officer. The Board of Directors intends to immediately begin the
search for a permanent Chief Executive Officer.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits
10.35
Employment Agreement for John Pougnet
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.
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Dated: June
2, 2009
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XELR8
HOLDINGS, INC.
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By: /s/ Sanford D.
Greenberg
Sanford
D. Greenberg
Chief
Executive Officer
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