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): APRIL 30, 2015
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-53204 26-1342810
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
9270 TRADE PLACE, SAN DIEGO, CALIFORNIA 92126
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(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:
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 (17 CFR 240.14d-2(b))
o 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
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ITEM 5.02. DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
Mr. Paul Feller resigned as a director of Envision Solar International,
Inc., a Nevada corporation (the "Company"), effective on April 30, 2015, and the
Company accepted Mr. Feller's resignation. Mr. Feller resigned for the reasons
stated in his letter, dated April 30, 2015, which are his view that the Company
has a material weakness in its financial procedures and the lack of frequency of
meetings of the Company's Board of Directors. While the Company is endeavoring
to strengthen its internal controls over financial reporting as disclosed in its
recent annual report on Form 10-K and form an audit committee to eliminate the
material weakness, the Company nevertheless believes that its financial
reporting is accurate. During his tenure on the Board, Mr. Feller did not at any
time object to or disagree with the Company's financial statements, and signed
the Company's recently filed annual report on Form 10-K. A copy of Mr. Feller's
resignation letter is attached to this Report as Exhibit 99.1.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(d) Exhibits
99.1 Resignation Notice from Paul Feller, dated April 30, 2015.
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.
ENVISION SOLAR INTERNATIONAL, INC.
Date: May 5, 2015 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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