ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 22, 2009, the Board of Directors of American TonerServ Corp. (the Company") approved an amendment to the Company's the 2008 Nonqualified Stock Incentive Plan (the "2008 Plan") to increase the number of shares of common stock available for issuance under the plan from 7,500,000 to 15,000,000 shares. The 2008 Plan allows the Board of Directors to grant nonqualified stock options from time to time to employees, officers and directors of the Company and service providers (including consultants) to the Company.