ITEM 502. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On February 12, 2009, American TonerServ Corp. ("the Company") entered into a new compensation arrangement with Andrew Beaurline, the Company's Senior Vice President of Corporate Development and Strategy. Under his new compensation arrangement, effective February 1, 2009, Mr. Beaurline will receive an annual salary of $24,000 and will receive deferred bonuses totaling $33,650 during 2009.

On February 16, 2009, the Company entered into a new compensation arrangement with Michael V. Ducey, who previously held the position of Senior Vice President of Sales and Marketing but now serves as President of the Company's NC TonerServ subsidiary. Under his new compensation arrangement, effective February 1, 2009, Mr. Ducey will receive an annual salary of $75,000; minimum bonuses of $15,250 during the period of March through July of 2009; and additional bonuses based on the profitability of NC TonerServ.

The forgoing summary of terms of the new compensation arrangements with Messrs. Beaurline and Ducey does not include a discussion of all of the provisions of their individual compensation plans which are filed as Exhibits 10.1 and 10.2 to this Report on Form 8-K and incorporated herein by this reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit 10.1 - Compensation Plan effective February 1, 2009 with Andrew Beaurline

Exhibit 10.2 - Compensation Plan effective February 1, 2009 with Michael V. Ducey