Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER: 333-147104
ENVISION SOLAR INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 20-8457250
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
7675 Dagget Street
Suite 150
San Diego, California 92111
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such filed). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant as of the last business day of the registrant's
most recently completed second fiscal quarter, based on the average bid and
asked price of such common equity on the OTC Bulletin Board on such date: N/A.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Class Outstanding at April 12, 2010
----- -----------------------------
Common Stock, $0.001 par value 39,000,000
Documents incorporated by reference:
None
PART I. ..................................................................... 3
Item 1. Business ........................................................ 3
Item 1B. Unresolved Staff Comments ....................................... 3
Item 2. Properties ...................................................... 3
Item 3. Legal Proceedings ............................................... 4
Item 4. Reserved ........................................................ 4
Part II. .................................................................... 5
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities ............... 5
Item 6. Selected Financial Data ......................................... 5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................... 5
Item 8. Financial Statements and Supplementary Data ..................... 8
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure ............................................ 17
Item 9A(T). Controls and Procedures ......................................... 17
Item 9B. Other Information ............................................... 18
Part III. ................................................................... 18
Item 10. Directors, Executive Officers and Corporate Governance .......... 19
Item 11. Executive Compensation .......................................... 21
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters ................................. 27
Item 13. Certain Relationships and Related Transactions, and
Director Independence ........................................... 28
Item 14. Principal Accounting Fees and Services .......................... 28
PART IV. .................................................................... 29
Item 15. Exhibits and Financial Statement Schedules ...................... 29
2
PART I
Unless specifically noted otherwise, this annual report on Form 10-K reflects
the business and operations of Casita Enterprises, Inc., a Nevada corporation,
prior to the reverse merger transaction that was completed on February 12, 2010
and is described in Part III. For a more complete discussion of the reverse
merger transaction and the business and operations of Envision Solar
International, Inc., a California corporation ("Envision CA"), please see our
Current Report on Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on February 12, 2010, and as amended on March 31, 2010, which filing
is incorporated herein by reference. On March 11, 2010 Envision CA merged with
and into us (the "Subsidiary Merger"), and we remained the surviving corporation
and continued our existence as a Nevada corporation. In connection with the
Subsidiary Merger, we amended our Articles of Incorporation to change our name
from "Casita Enterprises, Inc." to "Envision Solar International, Inc." For a
more complete discussion of the Subsidiary Merger, please see our Current Report
on Form 8-K filed with the SEC on April 12, 2010, which filing is incorporated
herein by reference.
ITEM 1. BUSINESS
We were incorporated on February 9, 2007 under the laws of the State of Nevada.
Our principal offices were located at 1093 East Main Street, Suite 508, El
Cajon, California 92021. While our goal was to market and sell computer
installations and maintenance services to small and medium-sized businesses
throughout Mexico, we were unsuccessful in developing that business. Prior to
the reverse merger described in Part III, we had limited revenue and limited
operations.
DESCRIPTION OF OUR BUSINESS AS OF DECEMBER 31, 2009
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
Casita Enterprises, Inc. was formed to market and sell computer installations
and maintenance services to small and medium-sized businesses throughout Mexico.
Our mission was to provide computer network services to businesses seeking a
solution for installing and maintaining their computer systems. Information
Technology (IT) refers to multiple products and services that turn data into
useful, meaningful, accessible information. The Information Technology industry
has three main components: computer hardware, software, and services.
Since inception, we had set ambitious business goals to provide value to our
shareholders. In 2009 we had difficulties obtaining additional funding for our
business operations and our sole director provided funding for our basic
business operations, but we could not operate our business on the scale we
believed would be profitable without additional outside capital. As of December
31, 2009, our director was unsuccessful in securing any new outside sources
willing to provide us with necessary funding. Our cash balance was materially
reduced in 2009
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES
CASITA ENTERPRISES, INC.
Prior to the reverse merger with Envision CA described in Part III, we
maintained our corporate headquarters at 1093 East Main Street, Suite 508, El
Cajon, CA 92021. We used such space for no charge from our president.
ENVISION SOLAR INTERNATIONAL, INC.
With the completion of the reverse merger, we relocated our corporate
headquarters to 7675 Dagget Street, Suite 150, San Diego, California. We lease
approximately 4,200 square feet of office space pursuant to a lease that shall
expire in 2013.
In connection with our entry into this lease, we issued to our landlord and real
estate broker a 10% convertible note in the amount of $100,000, which shall
become due on December 18, 2010 and is subordinated in right of payment to the
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prior payment in full of all of our existing and future senior indebtedness. The
holders of the note may, at their option, convert all or a portion of the
outstanding principal amount and unpaid accrued interest as of the date of
conversion into shares of our common stock equal to one share for each $0.33 of
outstanding principal and unpaid accrued interest. In the event that we receive
more than $1,000,000 in a financing or a series of financings (whether related
or unrelated) prior to the maturity date of the note, 25% of the proceeds from
any such financing in excess of $1,000,000 shall be used to pay down the note.
Any funds provided to us by Gemini Master Fund, Ltd. ("Gemini") or any person or
entity that co-invests with Gemini shall not be credited towards the $1,000,000
threshold.
Our rents for the periods following the maturity date of the note are set forth
below:
Period Rent
------ ----
December 19, 2010 through December 18, 2011 $8,418.00 per month
December 19, 2011 through December 18, 2012 $8,670.54 per month
December 19, 2012 through December 18, 2013 $8,930.66 per month
ITEM 3. LEGAL PROCEEDINGS
CASITA ENTERPRISES, INC.
Prior to the reverse merger, we were not involved in any legal proceedings and
we are not aware of any pending or potential legal actions stemming from our
business prior to the reverse merger.
ENVISION SOLAR INTERNATIONAL, INC.
From time to time, we may be involved in litigation relating to claims arising
out of our operations in the normal course of business. As of February 12, 2010,
there were no pending or threatened lawsuits that could reasonably be expected
to have a material effect on the results of our operations except for the
following suits, all filed in the Superior Court of California, County of San
Diego:
We are party to a wrongful termination suit filed in August 2009 by one of our
former employees. The employee was an "at-will" employee under California
employment law and claims that he was promised a job as in-house counsel, which
never materialized. The plaintiff is seeking general and special damages and
punitive damages. We successfully demurred to the plaintiff's complaint. The
plaintiff amended his complaint, we answered it and we are now in the discovery
stage. We deny any liability under this claim.
We are party to a lawsuit filed in the Superior Court of California, County of
San Diego in July 2009. The plaintiff alleges, among other things, that we
misrepresented the number of installation contracts we had entered into in order
to induce it to invest in our 2008 private placement and enter into projects
with us. The lawsuit seeks to recover $250,000 in investments made in the
private placement and approximately $166,000 plus interest at 10% from April 1,
2009 in monies owed for project work in 2008 and 2009. We are currently
responding to the plaintiff's discovery demands. We deny any liability under
this claim.
We were sued by our former landlord in May 2009 for, among other things, unpaid
rent and damages. We vacated the premises on December 20, 2009 and the landlord
repossessed the premises on January 1, 2010. We are attempting to settle this
suit.
On February 4, 2010, we were sued by a former vendor for, among other things,
breach of contract, fraud and unjust enrichment for approximately $140,000. The
plaintiff alleges that we failed to pay it for steel columns and associated
labor it provided to us in connection with one of our projects. We are reviewing
the claim and have had no further communications with the plaintiff.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
ITEM 4. RESERVED
4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
On May 12, 2008 we received our listing for quotation on the Over-the-Counter
Bulletin Board under the symbol "CSTA". We are currently applying for a new
stock symbol. Prior to the reverse merger with Envision Solar International,
Inc. and through today, there was no public market for our common stock.
On April 7, 2010, there were approximately 80 holders of record of our common
stock.
We have not declared or paid any cash dividends on our common stock and do not
anticipate declaring or paying any cash dividends in the foreseeable future. We
can give no assurances that we will ever have excess funds available to pay
dividends.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis or Financial Condition and
Results of Operations relates to the financial condition and results of
operations of Casita Enterprises, Inc. as of, and for the years ended, December
31, 2008 and 2009.
This report contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections about us, the industry in
which we operate and other matters, as well as management's beliefs and
assumptions and other statements regarding matters that are not historical
facts. These statements include, in particular, statements about our plans,
strategies and prospects. For example, when we use words such as "projects,"
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"should," "would," "could," "will," "opportunity," "potential" or "may,"
variations of such words or other words that convey uncertainty of future events
or outcomes, we are making forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of
the Securities Exchange Act of 1934 (Exchange Act). Our forward-looking
statements are subject to risks and uncertainties. Actual events or results may
differ materially from the results anticipated in these forward-looking
statements as a result of a variety of factors.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance, or achievements. We do not assume responsibility for the
accuracy and completeness of the forward-looking statements other than as
required by applicable law. We do not undertake any duty to update any of the
forward-looking statements after the date of this report to conform them to
actual results, except as required by the federal securities laws.
OVERVIEW
Since inception and as at December 31, 2009 and until February 12, 2010, we set
ambitious business goals to provide value to our shareholders. In 2009 we
planned to continue our efforts to achieve our business goals; however we faced
a major economic downturn in Mexico and the United States that affected our
abilities to obtain additional funding for our business operations. Our director
provided us with funding for our basic business operations, but we were not able
to operate our business on the scale we believed would be profitable without
additional outside capital. As of December 31, 2009, our director was
unsuccessful in securing any new outside sources willing to provide us with
necessary funding.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at December 31, 2009 was $1,034. Our director has loaned the
company $21,145. The loan is non-interest bearing and has no specific terms of
5
repayment. We were a development stage company and generated no revenue as of
December 31, 2009. We sold $36,000 in equity securities to pay for our
operations.
RESULTS OF OPERATIONS
We had generated no revenues since inception and had incurred $56,211 in
expenses from inception through December 31, 2009. For the years ended December
31, 2009 and 2008 we incurred $14,673 and $27,980 in expenses. These costs
consisted of operating and administrative expenses.
The following table provides selected financial data about our company for the
years ended December 31, 2009 and 2008.
Balance Sheet Data: 12/31/08 12/31/08
------------------- -------- --------
Cash $ 1,034 $ 6,307
Total assets $ 1,034 $ 6,307
Total liabilities $ 21,245 $ 11,845
Stockholders' equity $(20,211) $ (5,538)
In March 2007, our director purchased 2,500,000 shares of common stock for
$10,000. In July 2007, four non-affiliated investors purchased 2,500,000 shares
of common stock for a total of $10,000. In January 2008, we successfully
completed an offering of 4,000,000 shares of our common stock to forty
non-affiliated investors for total proceeds of $16,000.
Our cash balance was materially reduced in 2009.
OFF-BALANCE SHEET ARRANGEMENTS
As at December 31, 2009, we had no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company's financial statements are prepared using the accrual method of
accounting and have been prepared in accordance with accounting principles
generally accepted in the United States. The Company has elected a December 31,
year-end.
BASIC AND DILUTED EARNINGS PER SHARE
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. At December 31, 2009,
the Company did not have any cash equivalents.
STOCKHOLDERS' EQUITY
The Company accounts for stock transactions with nonemployees based on the fair
value of the consideration received. Stock transactions with employees are
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more readily determinable.
6
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INCOME TAXES
Income taxes are accounted for in accordance with ASC 740. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash deposits. This cash is
on deposit with a large federally insured bank. The Company has not experienced
any losses in cash balances and does not believe it is exposed to any
significant credit risk on cash and cash equivalents.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect any recent accounting pronouncements to have a
material impact on its financial statements.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Casita Enterprises, Inc.
(a Development Stage Company)
We have audited the accompanying balance sheets of Casita Enterprises Inc. (the
Company), a Development Stage Company, as of December 31, 2009 and 2008, and the
related statements of operations, stockholders' equity, and cash flows for each
of the years in the two-year period ended December 31, 2009 and for the period
from inception (February 12, 2007) through December 31, 2009. Casita Enterprises
Inc.'s (a Development Stage Company) management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Casita Enterprises, Inc. (a
Development Stage Company) as of December 31, 2009 and 2008, and the results of
its operations and its cash flows for each of the years in the two-year period
ended December 31, 2009 and for the period from inception (February 12, 2007)
through December 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have the
necessary working capital for its planned activity, which raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are described in Note 3 to the financial statements.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Madsen & Associates CPA's, Inc.
---------------------------------------------
Madsen & Associates CPA's, Inc.
Salt Lake City, Utah
March 31, 2010, except for Note 8,
as to which the date is April 9, 2010
8
CASITA ENTERPRISES INC.
(A Development Stage Company)
Balance Sheets
December 31, December 31,
2009 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 1,034 $ 6,307
-------- --------
Total Current Assets 1,034 6,307
-------- --------
TOTAL ASSETS $ 1,034 $ 6,307
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 100 $ 200
Loan Payable - Director 21,145 11,645
-------- --------
TOTAL LIABILITIES $ 21,245 11,845
-------- --------
STOCKHOLDERS' EQUITY
Common Stock; 50,000,000 shares authorized;
par value $.001 9,000,000 shares issued and outstanding
at December 31, 2009 and December 31, 2008 9,000 9,000
Additional Paid-in Capital 27,000 27,000
Deficit accumulated during the Development Stage (56,211) (41,538)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (20,211) (5,538)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,034 $ 6,307
======== ========
See accompanying notes to the financial statements
9
CASITA ENTERPRISES INC.
(A Development Stage Company)
Statements of Operations
February 12, 2007
(Inception)
Year Ended Year Ended Through
December 31, December 31, December 31,
2009 2008 2009
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
OPERATING EXPENSE
Administrative Expense (14,673) (27,980) (56,211)
---------- ---------- ----------
NET (LOSS) $ (14,673) $ (27,980) $ (56,211)
========== ========== ==========
Basic and Diluted (loss) per share $ (0.00) $ (0.01)
Weighted average number of
common shares outstanding 9,000,000 9,000,000
See accompanying notes to the financial statements
10
CASITA ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
from Inception (February 12, 2007) through December 31, 2009
Deficit
Accumulated
Shares of Common Additional During
Common Stock Paid-in Development Total
Stock Amount Capital Stage Equity
----- ------ ------- ----- ------
Balance at February 12, 2007 -- $ -- $ -- $ -- $ --
Stock issued for cash March 9, 2007 2,500,000 2,500 7,500 10,000
Stock issued for cash July 25, 2007 2,500,000 2,500 7,500 10,000
Net loss through December 31, 2007 (13,558) (13,558)
---------- ------- -------- --------- ---------
Balance at December 31, 2007 5,000,000 5,000 15,000 (13,558) 6,442
---------- ------- -------- --------- ---------
Stock issued for cash January 11, 2008 4,000,000 4,000 12,000 16,000
Net loss through December 31, 2008 (27,980) (27,980)
---------- ------- -------- --------- ---------
BALANCE AT DECEMBER 31, 2008 9,000,000 9,000 27,000 (41,538) (5,538)
---------- ------- -------- --------- ---------
Net loss through December 31, 2009 (14,673) (14,673)
---------- ------- -------- --------- ---------
BALANCE AT DECEMBER 31, 2009 9,000,000 $ 9,000 $ 27,000 $ (56,211) $ (20,211)
========== ======= ======== ========= =========
See accompanying notes to the financial statements
11
CASITA ENTERPRISES INC.
(A Development Stage Company)
Statements of Cash Flows
February 12, 2007
(Inception)
Year Ended Year Ended Through
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $(14,673) $(27,980) $(56,211)
Changes in operating assets & liabilities
Loan payable from Director 9,500 8,000 21,145
Accounts Payable (100) (1,800) 100
-------- -------- --------
Net cash (used in) operating activities (5,273) (21,780) (34,966)
CASH FLOW FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities -- -- --
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- 16,000 36,000
-------- -------- --------
Net cash provided by financing activities -- 16,000 36,000
Net increase in cash (5,273) (5,780) 1,034
Cash at beginning of period 6,307 12,087 --
-------- -------- --------
CASH AT END OF PERIOD $ 1,034 $ 6,307 $ 1,034
======== ======== ========
See accompanying notes to the financial statements
12
CASITA ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Casita Enterprises, Inc. (the Company) was incorporated under the laws of the
State of Nevada on February 12, 2007. The Company was formed to provide IT
services to small businesses. The Company is in the development stage. Its
activities to date have been limited to capital formation, organization,
development of its business plan and raising capital to implement its plan. The
Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company's financial statements are prepared using the accrual method of
accounting and have been prepared in accordance with accounting principles
generally accepted in the United States. The Company has elected a December 31,
year-end.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could differ from those estimates.
CASH
For the Statement of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of December 31, 2009.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using the
straight-line method over the estimated useful lives of the assets (five to
seven years). Expenditures for maintenance and repairs are charged to expense as
incurred. Additions, major renewals and replacements that increase the
property's useful life are capitalized. Property sold or retired, together with
the related accumulated depreciation is removed from the appropriate accounts
and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for income taxes under ASC 740 "INCOME TAXES" which
codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."
Under the asset and liability method of ASC 740, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
13
CASITA ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period the
enactment occurs. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax
assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments as defined by FASB ASC 825-10-50 include
cash and accounts payable. All instruments are accounted for on a historical
cost basis, which, due to the short maturity of these financial instruments,
approximates fair value at December 31, 2009.
FASB ASC 820 defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. ASC 820 establishes a three-tier fair
value hierarchy which prioritizes the inputs used in measuring fair value as
follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which
requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a
recurring basis at December 31, 2009 and 2008. The Company did not have any fair
value adjustments for assets and liabilities measured at fair value on a
nonrecurring basis during the periods ended December 31, 2009 and 2008.
EARNINGS PER SHARE INFORMATION
FASB ASC 260, "EARNINGS PER SHARE" provides for calculation of "basic" and
"diluted" earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (loss) available to common shareholders by
the weighted average common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per share. Basic and
diluted loss per share were the same, at the reporting dates, as there were no
common stock equivalents outstanding.
SHARE BASED EXPENSES
The Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of ASC 505-50 "EQUITY - BASED
PAYMENTS TO NON-EMPLOYEES" which codified SFAS 123 and the Emerging Issues Task
Force consensus in Issue No. 96-18 ("EITF 96-18"), "ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING OR IN
CONJUNCTION WITH SELLING, GOODS OR SERVICES". Measurement of share-based payment
14
CASITA ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
transactions with non-employees shall be based on the fair value of whichever is
more reliably measurable: (a) the goods or services received; or (B) the equity
instruments issued. The fair value of the share-based payment transaction should
be determined at the earlier of performance commitment date or performance
completion date.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect any recent accounting pronouncements to have a
material impact on its financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no revenues during the period from February 12, 2007 (inception)
to December 31, 2009 and has a deficit accumulated during the development stage
as of December 31, 2009 of $56,211. This condition raises substantial doubt
about the Company's ability to continue as a going concern. Management's plans
are to raise funds through debt or equity offerings, to fund its operations over
the next twelve months.
NOTE 4. RELATED PARTY TRANSACTIONS
On March 9, 2007, the Company issued 2,500,000 shares of common stock to its
President and sole Director for $10,000.
While the company was seeking additional capital, the director advanced funds to
the company to pay for organizational costs and other expenses incurred. These
funds are interest free with no specific terms of repayment. The balance due the
director on December 31, 2009 was $21,145.
NOTE 5. INCOME TAXES
As of December 31, 2009
-----------------------
Deferred tax assets:
Net operating loss carryforwards $ 56,211
Other 0
--------
Gross deferred tax assets 19,112
Valuation allowance (19,112)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company has recorded a
valuation allowance for the full amount of the deferred tax asset related to the
net operating loss carryforward.
15
CASITA ENTERPRISES, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009
NOTE 6. NET OPERATING LOSSES
As of December 31, 2009, the Company has a net operating loss carryforward of
approximately $56,211. The net operating loss carryforward begins to expire
twenty years from the date the loss was incurred.
NOTE 7. STOCKHOLDERS' EQUITY
On March 9, 2007 the Company issued a total of 2,500,000 shares of common stock
to the sole director for cash at $0.004 per share for a total of $10,000.
On July 25, 2007 the Company issued a total of 2,500,000 shares of common stock
to 4 investors for cash at $0.004 per share for a total of $10,000 (625,000
shares each for $2,500).
In January 2008 the Company completed an offering of 4,000,000 shares of common
stock. The shares were sold at $0.004 per share for a total of $16,000.
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2009:
* Common stock, $ 0.001 par value: 50,000,000 shares authorized;
9,000,000 shares issued and outstanding.
NOTE 8. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through April 9, 2010, which is the
date the financial statements were issued.
On February 10, 2010, Casita Enterprises, Inc., a Nevada corporation, entered
into an Agreement and Plan of Merger and Reorganization by and among Casita,
Envision Solar International, Inc., a privately held California corporation, and
ESII Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary of STG.
Upon closing of the merger transaction contemplated under the Merger Agreement,
ESII Acquisition Corp. was merged with and into Envision, and Envision, as the
surviving corporation, became a wholly-owned subsidiary of Casita.
16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE.
ITEM 9A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
17
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
MANAGEMENT'S REMEDIATION INITIATIVES
At December 31, 2009, in an effort to remediate the identified material
weaknesses and other deficiencies and enhance our internal controls, we
initiated, or planned to initiate, the following series of measures:
Creation of a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2010.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
REVERSE MERGER WITH ENVISION CA
On February 12, 2010, we entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") with Envision CA and ESII Acquisition
Corp., our newly formed, wholly-owned Delaware subsidiary ("Acquisition Sub").
Upon the closing of the merger transaction contemplated under the Merger
Agreement (the "Merger"), Acquisition Sub was merged with and into Envision CA,
and Envision CA, as the surviving corporation, became our wholly-owned
subsidiary.
* At the closing of the Merger, each share of Envision CA's common stock
issued and outstanding immediately prior to the closing of the Merger
was converted into the right to receive 9.398 shares of our common
stock (the "Exchange Ratio"), and each option and warrant to purchase
Envision CA's common stock was converted on the same basis into,
respectively, an option or, in the case of consenting warrant holders,
warrants to purchase our common stock. An aggregate of 8,000,000
shares of our common stock were issued to the holders of Envision CA's
common stock, and an aggregate of 2,819,340 shares, subject to any
adjustments that may be required in order to comply with Sections 409A
and 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and 51,808 shares of our common stock were reserved for issuance under
such Envision CA options and warrants, respectively.
18
* Pursuant to the terms of the Merger Agreement, we assumed all of
Envision CA's obligations under Envision CA's outstanding stock
options and warrants. Immediately prior to the Merger, Envision CA had
outstanding stock options and warrants to purchase an aggregate of
428,980 and 5,513 shares of its common stock, respectively, which
outstanding options and warrants became options and warrants to
purchase an aggregate of 4,031,472 shares (subject to any adjustments
that may be required in order to comply with Sections 409A and 422 of
the Code) and 51,808 shares of our common stock, respectively, after
giving effect to the Merger. In connection with the assumption of
Envision CA's 2007 Unit Option Plan (the "2007 Plan"), under which
100,000 shares of Envision CA's common stock were reserved for
issuance as incentive awards to officers, directors, employees and
other qualified persons, we reserved 939,800 shares (subject to any
adjustments that may be required in order to comply with Sections 409A
and 422 of the Code) of our common stock for issuance under the
assumed 2007 Plan. In connection with the assumption of Envision CA's
2008 Option Plan (the "2008 Plan"), under which 200,000 shares of
Envision CA's common stock were reserved for issuance as incentive
awards to officers, directors, employees and other qualified persons,
we reserved 1,879,560 shares (subject to any adjustments that may be
required in order to comply with Sections 409A and 422 of the Code) of
our common stock for issuance under the assumed 2008 Plan. Neither we
nor Envision CA had any other options or warrants to purchase shares
of capital stock outstanding immediately prior to the closing of the
Merger.
* Upon the closing of the Merger, Jose Cisneros resigned as our sole
officer and director, and simultaneously with the Merger a new board
of directors and new officers were appointed. Our new board of
directors consists of Robert Noble and Jay Potter, previously the
directors of Envision CA. In addition, immediately following the
Merger, we appointed the previous officers of Envision CA as our
officers.
* Immediately following the closing of the Merger, under the terms of an
Agreement of Conveyance, Transfer and Assignment of Assets and
Assumption of Obligations (the "Conveyance Agreement"), we transferred
all of our pre-Merger assets and liabilities to our wholly owned
subsidiary, Casita Enterprises Holdings, Inc., a Delaware corporation
("SplitCo"). Thereafter, pursuant to a stock purchase agreement (the
"Stock Purchase Agreement"), we transferred all of the outstanding
capital stock of SplitCo to Jose Cisneros and four of our former
stockholders in exchange for certain indemnifications, waivers and
releases, along with the cancellation of an aggregate of 5,000,000
shares of our common stock (the "Split-Off"), leaving 12,000,000
shares of common stock outstanding, of which 4,000,000 were shares
held by persons who were our stockholders prior to the Merger.
* Immediately following the Split-Off, our board of directors, pursuant
to Section 78.207 of the Neveda Revised Statutes, approved a
3.25-for-1 forward stock split (the "Stock Split"). Pursuant to the
Stock Split, every one (1) share of our issued and outstanding common
stock was reclassified into 3.25 whole post-split shares of our common
stock. In addition, in connection with the Stock Split, our authorized
common stock was increased from 50,000,000 shares of common stock to
162,500,000 shares of common stock. No fractional shares of our common
stock was issued in connection with the Stock Split. Stockholders who
were entitled to a fractional post-split share received in lieu
thereof one (1) whole post-split share. Following the Stock Split,
each stockholder's percentage ownership interest in us and
proportional voting power remained virtually unchanged except for
minor changes that resulted from rounding fractional shares into whole
shares. The rights and privileges of the holders of our common s tock
were substantially unaffected by the Stock Split. All of our issued
and outstanding options, warrants, and convertible securities
immediately prior to the Stock Split have been adjusted for the Stock
Split, including the options and warrants we assumed in the Merger
listed above.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Prior to the reverse merger transaction described above, Jose Cisneros, 60, was
our sole director and also served as our President, Chief Executive Officer,
Chief Financial Officer and Chairman of the Board of Directors. Information
regarding Mr. Cisneros is set forth below:
19
EMPLOYMENT EXPERIENCE
Independent Computer Consultant - Consulturia Integral En Internet
1999-Present - Owner
Provide technical support, IT equipment, repair service, authorized
software dealer for a variety of software systems, install software,
provide systems training and software technical advice to businesses in
Baja California, Mexico.
IT Technician - Technical Manager - Calcom Computadoras Los Cabos
1985-1999 - Software & Technical Manager
Managed four software/equipment technicians, responsible for technical
support, IT equipment, repair service, software sales and installation,
systems training and software customer service to businesses in Baja
California, Mexico.
Electrical Technician - Senior Technician - Asesoria Maintenimiento SA
1970-1984 - Electrical Technician
Provided electrical installation and repair of generators, building wiring,
and electrical equipment to businesses in Baja California, Mexico.
EDUCATIONAL BACKGROUND
Preparatory Technical School, Tijuana, Mexico, 1968-1969.
Secondary School, Tijuana, Mexico, 1964-1967.
In connection with the reverse merger completed on February 12, 2010,
Mr. Cisneros resigned his positions and the directors and executive officers of
Envision CA became our directors and executive officers. The names of all
current executive officers and members of the Board of Directors and certain
information regarding them is set forth below. Our directors hold office until
the earlier of their death, resignation or removal by stockholders or until
their successors have been qualified. Our officers are elected annually by, and
serve at the pleasure of, our board of directors.
Name Age Position
---- --- --------
Robert Noble 57 Chief Executive Officer, President and Chairman
of the Board of Directors
Howard Smith 53 Chief Financial Officer
Jay Potter 41 Director
BIOGRAPHIES
DIRECTORS AND OFFICERS
ROBERT NOBLE has served as our chief executive officer, president and chairman
of the board of directors since 2006. Prior to founding Envision, Mr. Noble
served as the chief executive officer of Tucker Sandler Architects, an
architecture firm located in San Diego, California, from 2000 through 2007. Mr.
Noble has served as the chairman of Noble Environmental Technologies, Inc., a
materials company, since 1998, Ecoinvestment Network, a California company,
since 2007, Envision Regenerative Health, a California company, since 2008 and
the Noble Group, Inc., a California company, since 2007. Mr. Noble is an
accomplished architect, environmental designer, industrial designer and
environmental technology entrepreneur. Mr. Noble and his work have won numerous
awards, including awards from Popular Science Magazine (Best of What's New),
Entrepreneur Magazine (Innovator of the Year, Environmental Category), National
Public Radio (E-chievement Environmental Award), the Urban Land Institute (San
Diego Smart Growth Award, Innovation Category) and The American Institute of
Architects - San Diego Chapter (Energy Efficiency Award). He received his
undergraduate degree in architecture from the University of California -
Berkeley, and his Master of Architecture from Harvard University Graduate School
of Design. Mr. Noble also completed graduate work at Cambridge University and
Harvard Business School.
20
HOWARD SMITH has served as our chief financial officer since September 2009. Mr.
Smith has served as a partner and leader of the clean tech practice group of
Tatum, LLC, an executive services firm, since March 2009 and as a partner and
founder of Chartworth, a strategy and management consulting firm, since 2003.
From 2005 through 2007 he served as the chief financial officer of GT Solar
International, an international manufacturer of PV capital equipment. Mr. Smith
has also served as a director of Price Waterhouse Coopers and as a consultant at
Booz-Allen & Hamilton. Mr. Smith holds a BA in Economics and Government from the
College of William and Mary, a Master of Public Administration from George
Washington University, and an MBA from The Fuqua School of Business at Duke
University.
JAY POTTER has served as our director since 2007. Mr. Potter has been active in
the financial and energy industries for over 20 years and has successfully
participated, directed or placed over two hundred million dollars of capital in
start-up and early stage companies. Mr. Potter is an entrepreneur and
understands the needs of early stage and start-up companies. He takes an active
role in the development of the funded companies and to that end has participated
as advisor, director and officer to defend shareholder positions. In 2006, Mr.
Potter served as the interim chief executive officer of EAU Technologies Inc.
(Symbol: EAUI:OB), a publicly traded company specializing in non-toxic
sanitation and disinfectant technologies. He founded an early stage venture fund
in GreenCore Capital, Inc. and serves as the company's chairman and chief
executive officer. He has served as chairman, president and chief executive
officer of Nexcore Capital, Inc. and its financial service affiliates since
co-founding the company in 1996. Mr. Potter serves as the chairman of Sterling
Energy Resources, Inc. (symbol: SGER:PK), a public oil and gas company involved
in the acquisition, exploration and development of oil and natural gas from its
numerous leases. Sterling Energy Resoueces, Inc. filed for bankruptcy in 2009.
Mr. Potter serves as a director of EAU Technologies, Envision, and Noble
Environmental Technologies among others.
There are no family relationships among any of our directors and executive
officers.
BOARD COMMITTEES
We intend to establish an audit committee of the board of directors, which will
consist of independent directors of which at least one will qualify as a
qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
The audit committee's duties will be to recommend to our Board of Directors the
engagement of independent auditors to audit our financial statements and to
review our accounting and auditing principles. The audit committee will review
the scope, timing and fees for the annual audit and the results of audit
examinations performed by the internal auditors and independent public
accountants, including their recommendations to improve the system of accounting
and internal controls. The audit committee would at all times be composed
exclusively of directors who are, in the opinion of our Board of Directors, free
from any relationship that would interfere with the exercise of independent
judgment as a committee member and who possess an understanding of financial
statements and generally accepted accounting principles.
COMPENSATION COMMITTEE. We intend to establish a compensation committee of the
Board of Directors. The compensation committee would review and approve our
salary and benefits policies, including compensation of executive officers.
CODE OF ETHICS
We intend to adopt a code of ethics that applies to our officers, directors and
employees, including our chief executive officer and chief financial officer,
but have not done so to date due to our relatively small size.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLES
The following Summary Compensation Tables set forth, for the years indicated,
all cash compensation paid, distributed or accrued for services, including
salary and bonus amounts, rendered in all capacities by our Chief Executive
Officer and all other executive officers who received or are entitled to receive
remuneration in excess of $100,000 during the stated periods.
21
Table 1 refers to compensation paid by Casita Enterprises, Inc. to Jose
Cisneros, its sole executive officer, prior to the reverse merger transaction
described above on February 12, 2010, for the fiscal years ended December 31,
2009 and 2008. Table 2 discloses compensation paid by Envision CA, our former
operating subsidiary whose business succeeded the business of Casita
Enterprises, Inc. as our sole business following the reverse merger on February
12, 2010, to Envision CA's Chief Executive Officer and other executive officers
(the "Envision CA named executive officers") during the fiscal years ended
December 31, 2009 and 2008.
Table 1 - Casita Enterprises, Inc.
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Jose 2009 $0 0 0 0 0 0 0 0
Cisneros, 2008 $0 0 0 0 0 0 0 0
President,
CEO and
Director
22
Table 2 - Envision CA
Deferred Stock Option All Other
Name and Principal Position Year Salary Comp Bonus Awards Awards Compensation Total
--------------------------- ---- ------ ---- ----- ------ ------ ------------ -----
($) ($) ($) ($) ($)(1) ($) ($)
Robert Noble Chief 2009 69,500 -- -- -- 286,492 -- 468,492
Executive Officer, 2008 204,000 112,500 25,000 -- 1,868,100 -- 2,097,100
President and Chairman
Howard Smith (2) 2009 20,000 -- -- -- 431,880 -- 451,880
Chief Financial Officer 2008 -- -- -- -- -- -- --
Joanna Tan (5)
Former Executive VP, 2009 13,750 55,000 -- -- 643,321 -- 712,071
Chief Operating Officer 2008 -- -- -- -- -- -- --
and Secretary
Karen Morgan (3) 2009 -- -- -- -- -- -- --
Former President and 2008 120,000 -- 40,000 1,141,104 -- 1,301,104
Former President of
Envision Energy
Pamela Stevens (4) 2009 -- -- -- -- -- -- --
Former Executive Vice 2008 95,327 -- -- -- 343,303 -- 438,630
President,
Commercial Development Group
Bill Adelson (6) 2009 33,438 100,938 -- -- 303,379 -- 437,755
Former President 2008 118,125 16,875 10,000 -- 799,949 -- 944,949
----------
(1) The amounts in this column reflect the dollar amounts recognized for
financial statement reporting purposes with respect to the years ended
December 31, 2009 and 2008, in accordance with SFAS 123(R). For a
description of SFAS 123(R) and the assumptions used in determining the
value of the options, see the notes to the financial statements included as
Exhibit 99.1 to this Current Report on Form 8-K.
(2) Mr. Smith is a consultant whose compensation is paid by Tatum, LLC. As of
February 12, 2010, we were obligated to pay Tatum Mr. Smith's salary
compensation.
(3) Ms. Morgan was terminated as our president and as president of Envision
Energy on November 30, 2008.
(4) Ms. Stevens resigned as our executive vice president and chief operating
officer on December 5, 2008.
(5) Ms. Tan received options in lieu of salary for the first six months of her
employment in 2009. After the sixth month, she was eligible to begin
earning a salary in August 2009. Ms. Tan resigned as our executive vice
president, chief operating officer and secretary on March 26, 2010.
(6) Mr. Adelson resigned as president of Envision on October 30, 2009.
AGREEMENTS WITH EXECUTIVE OFFICERS
CASITA ENTERPRIES, INC.
We had no agreements with Mr. Cisneros prior to the reverse merger.
23
ENVISION CA
ROBERT NOBLE
On June 15, 2007 Envision Solar, LLC, our predecessor, entered into an
employment agreement with Robert Noble to serve as its chief executive officer
and president. Pursuant to his employment agreement, Mr. Noble is entitled to
receive an annual base salary of $120,000, a monthly allowance of $1,200 to
cover automobile expenses and options to purchase 135,000 units of Envision LLC,
which, following our statutory conversion from a California limited liability
company into a California corporation, were converted into options to purchase
4,123,285 shares of our common stock. In the event that Mr. Noble's employment
with us is terminated for any reason, Mr. Noble shall be entitled to receive his
then current salary accrued through the effective date of termination plus
accrued but unused vacation time. Mr. Noble's employment agreement has no
specified termination date.
On February 12, 2010, we entered into a letter agreement with Robert Noble,
pursuant to which Mr. Noble agreed to terminate all of his options under
Envision's 2007 Unit Option Plan and 2008 Equity Incentive Plan upon the
issuance to Mr. Noble of a new option to purchase an aggregate of 9,162,856
shares of common stock at an exercise price of $0.33 per share, which option
shall vest immediately upon our achievement of cumulative gross revenues of
either (i) $15,000,000 during the fiscal year ended December 31, 2010 or (ii)
$30,000,000 prior to December 31, 2014.
HOWARD SMITH
On September 1, 2009 we entered into an interim service agreement with Tatum,
LLC ("Tatum"), an executive services firm, pursuant to which Mr. Smith, a Tatum
employee, performs services for us as our chief financial officer and we pay
Tatum for Mr. Smith's services. Tatum compensates Mr. Smith directly for his
services. We have agreed to pay Tatum a fee of $20,000 per month, $5,000 which
shall be payable in cash and the remaining $15,000 shall be payable in stock
options. We shall issue Tatum that number of stock options with an exercise
price equal to the fair market value as calculated according to the formula
below:
number of options = A x 2, where:
A = amount of consulting fees payable in options divided by the fair
market value per share (at the time the fees are earned)
As of February 12, 2010, we were obligated to pay Tatum Mr. Smith's salary
compensation.
JOANNA TAN
On February 2, 2009, we entered into an employment agreement with Joanna Tan,
our former chief operating officer, executive vice president secretary. Pursuant
to her employment agreement, Ms. Tan is entitled to receive an annual base
salary of $165,000. For the initial six month period of her employment, or until
we secure financing of at least $500,000, we have agreed to issue to Ms. Tan
options with a fair market value strike price in lieu of her salary calculated
according to the formula below:
number of options = A x 2, where:
A = amount of salary forgiven divided by the fair market value per
share (at the time the salary is earned)
Ms. Tan was granted options to purchase 13,750 shares of common stock of
Envision at $10.00 per share for work performed between February 2009 and July
2009, which options have a ten year term and vested immediately upon grant. As a
result of the Merger and the Stock Split, this option was converted into an
option to purchase 293,975shares of our common stock at an exercise price of
$.33 per share. Ms. Tan was granted an additional option to purchase 8,250
shares of common stock of Envision at $10.00per share for work performed between
August 2009 and December 2009, with a ten year term that vested immediately upon
grant. As a result of the Merger and the Stock Split, was connected into an
option to purchase 251,978 shares of our common stock at an exercise price of
$.33 per share.
24
Upon her resignation, Ms. Tan was entitled to receive her then current salary
accrued (subject to the calculations set forth above) through the effective date
of termination plus accrued but unused vacation time.
KAREN MORGAN
Ms. Morgan, our former president and the former president of Envision Energy,
which we dissolved October 31, 2008, was terminated from these positions on
November 30, 2008. Ms. Morgan began serving as our president and as the
president of Envision Energy pursuant to an employment agreement effective
October 1, 2007. Pursuant to the agreement, Ms. Morgan was entitled to receive
an annual base salary of $120,000, a monthly allowance of $1,500 to cover
automobile expenses and options to purchase 763,571 shares of common stock of
Envision. The agreement also provided that our board of directors could, at its
discretion, issue her a bonus of $50,000.
Ms. Morgan was granted 4,358,465 options at prices ranging between $.33 and
$1.31 per share. Such options were subject to annual cliff vesting with a term
of 10 years.
PAMELA STEVENS
Ms. Stevens, our former executive vice president, commercial development group,
resigned from this position on December 5, 2008. Ms. Stevens began serving as
our executive vice president, commercial development group, pursuant to an
employment agreement dated April 7, 2008. Pursuant to the agreement, Ms. Stevens
was entitled to receive an annual base salary of $120,000, a monthly allowance
of $1,250 to cover automobile expenses and options to purchase 1,466,057 shares
of our common stock.
Ms. Stevens was granted 1,466,057 options at prices ranging between $.33 and
$1.31 per share. Such options were subject to annual cliff vesting with a term
of 10 years.
WILLIAM ADELSON
Mr. Adelson, our former president, resigned from this position on October 30,
2009. Mr. Adelson began serving as our executive vice president and chief
operating officer, pursuant to an employment agreement dated June 15, 2007.
Pursuant to the agreement, Mr. Adelson was entitled to receive an annual base
salary of $80,000, a monthly allowance of $800 to cover automobile expenses and
options to purchase 3,481,885 shares of common stock of Envision.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
CASITA ENTERPRISES, INC. There were no equity awards granted to Mr. Cisneros
during 2009, nor were any granted to him since our inception.
ENVISION CA. The following table summarizes the total outstanding equity awards
as of December 31, 2009, for each Envision CA named executive officer.
25
Number of securities Number of securities
underlying unexercised underlying unexercised
options (#) options (#) Option exercise Option expiration
Name exercisable unexercisable price ($) date ($)
---- ----------- ------------- --------- --------
Robert Noble 4,123,285 4,123,285 $0.33 May 14, 2017
1,527,143 1,527,143 $1.31 July 21, 2018
17,196 17,196 $1.31 February 11, 2018
Howard Smith 366,514 366,514 $0.33 September 30, 2019
Joanna Tan 167,986 167,986 $0.33 March 31, 2019
251,979 251,979 $0.33 June 30, 2019
125,989 125,989 $0.33 September 30, 2019
125,989 125,989 $0.33 December 31, 2019
Karen Morgan 2,822,160 2,822,160 $0.33 December 31, 2017
604,748 604,748 $0.65 December 31, 2017
916,286 916,286 $1.31 December 31, 2008
11,454 11,454 $1.31 February 11, 2018
3,818 3,818 $1.31 October 12, 2018
Pamela Stevens 1,466,057 1,466,057 $1.31 January 5, 2009
3,818 3,818 $1.31 January 5, 2009
William Adelson 3,481,885 3,481,885 $0.33 September 30, 2009
610,857 610,857 $1.31 September 30, 2009
11,454 11,454 $1.31 February 11, 2018
15,271 15,271 $1.31 October 12, 2018
2007 UNIT OPTION PLAN
On February 12, 2010, in connection with our reverse merger with Envision CA, we
adopted the 2007 Unit Option Plan. Pursuant to the 2007 Unit Option Plan,
100,000 units of Envision LLC were reserved for issuance as awards to employees,
members of Envision LLC's board of managers, consultants and other service
providers. The purpose of the 2007 Plan was to provide an incentive to attract
and retain directors, officers, consultants, advisors and employees whose
services are considered valuable, to encourage a sense of proprietorship and to
stimulate an active interest of such persons in Envision LLC's development and
financial success. Upon Envision CA's conversion into a California corporation
in September 2007, each option to purchase units issued under the 2007 Plan was
converted into the right to purchase shares of its common stock on a one to one
ratio. The 2007 Plan will be administered by our board of directors until such
time as such authority has been delegated to a committee of the board of
directors. 9,315,552 awards, on a post-Merger basis, have been granted to date
under the 2007 Plan.
2008 STOCK OPTION PLAN
On February 12, 2010, in connection with our reverse merger with Envision CA, we
adopted the 2008 Stock Option Plan pursuant to which 200,000 shares of Envision
CA common stock were reserved for issuance as awards to employees, directors,
consultants and other service providers. The purpose of the 2008 Plan is to
provide an incentive to attract and retain directors, officers, consultants,
advisors and employees whose services are considered valuable, to encourage a
sense of proprietorship and to stimulate an active interest of such persons in
our development and financial success. Under the 2008 Plan, we are authorized to
issue incentive stock options intended to qualify under Section 422 of the Code
and non-qualified stock options. The incentive stock options may only be granted
to employees. Nonstatutory stock options may be granted to employees, directors
and consultants. The 2008 Plan will be administered by our board of directors
until such time as such authority has been delegated to a committee of the board
of directors. 3,786,733 awards, on a post-Merger basis, have been granted to
date under the 2008 Plan.
26
2010 EQUITY INCENTIVE PLAN
In order to provide an incentive to attract and retain directors, officers,
consultants, advisors and employees whose services are considered valuable, to
encourage a sense of proprietorship and to stimulate an active interest of such
persons in our development and financial success, we intend to adopt a new
equity incentive plan (the "2010 Plan"), pursuant to which 15,000,000 shares of
our common stock will be reserved for issuance as awards to employees,
directors, consultants and other service providers. In addition, all awards
under Envision CA's 2007 Plan and 2008 Plan will be assumed under the 2010 Plan.
COMPENSATION OF DIRECTORS
During the fiscal years ended December 31, 2009 and 2008, the sole director of
Casita Enterprises, Inc. and the directors of Envision CA did not receive any
compensation for their services in such capacity. We do not foresee paying our
directors any compensation for their services in such capacity in the future.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Prior to the reverse merger, Mr. Cisneros, our sole officer and director,
beneficially owned 2,500,000 shares of common stock, representing approximately
28% of the outstanding common stock. All of such shares were cancelled in
connection with the reverse merger.
The following table sets forth certain information as of April 7, 2010 regarding
the beneficial ownership of our common stock, taking into account the
consummation of the Merger, by (i) each person or entity who, to our knowledge,
beneficially owns more than 5% of our common stock; (ii) each executive officer
and named officer; (iii) each director; and (iv) all of our officers and
directors as a group. Unless otherwise indicated in the footnotes to the
following table, each of the stockholders named in the table has sole voting and
investment power with respect to the shares of our common stock beneficially
owned. Except as otherwise indicated, the address of each of the stockholders
listed below is: c/o 7675 Dagget Street, Suite 150, San Diego, California 92111.
Number of Shares Percentage Beneficially
Name of Beneficial Owner Beneficially Owned (1) Owned(1)(2)
------------------------ ---------------------- -----------
Robert Noble 17,752,269 (3) 34%
Jay Potter 392,968 (4) *
Howard Smith 366,514 (5) *
Joanna Tan 671,943 1.3%
Karen Morgan 117,400 (7) *
Pamela Stevens (8) *
Bill Adelson 9,531 (9) *
All officers and directors
as a group (7 persons) 19,310,625 36.9%
----------
* Less than 1%.
(1) Shares of common stock beneficially owned and the respective percentages of
beneficial ownership of common stock assumes the exercise of all options,
warrants and other securities convertible into common stock beneficially
owned by such person or entity currently exercisable or exercisable within
60 days of April 7, 2010. Shares issuable pursuant to the exercise of stock
options and warrants exercisable within 60 days are deemed outstanding and
held by the holder of such options or warrants for computing the percentage
of outstanding common stock beneficially owned by such person, but are not
deemed outstanding for computing the percentage of outstanding common stock
beneficially owned by any other person.
(2) Based on 39,000,000 shares of our common stock and options outstanding as
of April 7, 2010.
27
(3) Includes 6,027,632 shares of common stock issuable upon the exercise of
options. On February 12, 2010, Mr. Noble entered into an agreement with us,
pursuant to which Mr. Noble agreed to cancel these options upon the
issuance to Mr. Noble of a new option to purchase an aggregate of 9,162,856
shares of common stock at an exercise price of $0.33 per share, which
option shall vest immediately upon our achievement of cumulative gross
revenues of either (i) $15,000,000 during the fiscal year ended December
31, 2010 or (ii) $30,000,000 prior to December 31, 2014.
(4) Includes 308,006 shares of common stock and 84,962 stock purchase warrants
held by Nexcore Capital, Inc. Mr. Potter is the chairman and president of
Nexcore Capital, Inc.
(5) Includes 366,514 shares of common stock issuable upon exercise of options.
(6) Includes 671,943 shares of common stock issuable upon exercise of options.
(7) Includes 117,400 shares of common stock issuable upon exercise of options.
(8) Includes 0shares of common stock issuable upon exercise of options.
(9) Includes9,531 shares of common stock issuable upon exercise of options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
CASITA ENTERPRISES, INC.
Mr. Cisneros purchased 2,500,000 shares of the company's common stock for cash
in the amount of $10,000. The stock was valued at $0.004 per share.
As of December 31, 2008 Mr. Cisneros had loaned the company $21,145 for
organizational and operating costs. The loan is non-interest bearing and has no
specific terms of repayment.
ENVISION CA
The following transactions relate to either (i) Envision CA, or former operating
subsidiary whose business succeeded the business of Casita Enterprises, Inc. as
our sole business following the reverse merger on February 12, 2010. As such,
none of these transactions are reflected in the financial statements under Item
8 above.
In 2007 Envision LLC issued 238,875 units to Robert Noble as payment in full for
$238,875 owed by it to him in connection with an accounts receivable he
purchased from one of its vendors.
Jay Potter, our director, is the control person of Nexcore Capital, Inc.,
Envision CA's selling agent in two private placement transactions in November
2007 and February 2008. In November 2007 Envision LLC sold 199,848 units at a
purchase price of $10.00 per unit for an aggregate offering price of $1,998,480
(the "2007 Private Placement"). In connection with the 2007 Private Placement,
Nexcore Capital, Inc. received a fee of $310,272 and Envision CA issued to
Nexcore Capital, Inc. 19,985 shares of its common stock.
In December 2008 Envision CA sold 67,311 shares of common stock at a purchase
price of $40.00 per share for an aggregate offering price of $2,692,444 (the
"2008 Private Placement"). In connection with the 2008 Private Placement,
Nexcore Capital, Inc. and Financial West Group, Inc. received an aggregate fee
of $296,169 a five-year warrant to purchase 4,712 shares for a purchase price of
$40 per share.
In June 2008, Envision CA issued a note in the amount of $18,700 to William
Adelson, a former officer, as reimbursement for cash advances he made to
Envision. The note bears interest at 5% and is due and payable with accrued
interest on or before May 31, 2009. The note was not paid at maturity and the
balance was included in the $34,246 principal balance of a new note executed in
October 2009 and due December 31, 2009. Mr. Adelson resigned in November 2009.
As of April 2010 this note was in default for payment of principal and interest.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended December 31, 2009, the total fees charged to the company for
audit services, including quarterly reviews were $9,700, for audit-related
services were $0.00, for tax services were $0.00 and for other services were
$0.00.
28
For the year ended December 31, 2008, the total fees charged to the company for
audit services, including quarterly reviews were $9,500, for audit-related
services were $0.00, for tax services were $0.00 and for other services were
$0.00.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are included with this filing:
a. The following financial statements and financial statement schedule are
included in Item 8 herein: 1. Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet at December 31, 2009
Consolidated Statement of Shareholders' Equity for the Year Ended December
31, 2009 and 2008
Consolidated Statements of Earnings and Comprehensive Income for the Year
Ended December 31, 2009 and 2008
Consolidated Statement of Cash Flows for the Year Ended December 31, 2009
and 2008
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
None
3. Exhibits
See Index to Exhibits
29
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENVISION SOLAR INTERNATIONAL, INC.
/s/ Robert Noble April 12, 2010
------------------------------------- --------------
By: Robert Noble Date
(Chief Executive Officer & Director)
In accordance with the requirements of the Securities Act of 1933, this annual
report was signed by the following person in the capacity and on the date as
stated.
/s/ Robert Noble April 12, 2010
------------------------------------- --------------
Robert Noble Date
(Chief Executive Officer & Director)
/s/ Jay Potter April 12, 2010
------------------------------------- --------------
Jay Potter Date
(Director)
/s/ Howard Smith April 12, 2010
------------------------------------- --------------
Howard Smith Date
(Chief Financial Officer)
30
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
2.1 Agreement of Merger and Plan of Reorganization, dated February 12,
2010, by and among Casita Enterprises, Inc., ESII Acquisition Corp.
and Envision Solar International, Inc. (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
3.1 Articles of Incorporation (Incorporated herein by reference from
Exhibit 3.1 to our Registration Statement on Form SB-2 filed with the
SEC on November 2, 2007)
3.2 Bylaws (Incorporated herein by reference from Exhibit 3.2 t o our
Registration Statement on Form SB-2 filed with the SEC on November 2,
2007)
10.1 Selling Agreement, dated as of January 17, 2007, by and between
Envision Solar, LLC and Nexcore Capital, Inc. (Incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of Casita
Enterprises, Inc. filed with the Securities and Exchange Commission on
February 12, 2010).
10.2 2007 Unit Option Plan of Envision Solar, LLC, dated as of July 2007
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.3 Asset Purchase Agreement, dated as of January, 2008, by and among
Envision Solar International, Inc. and Generating Assets, LLC
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.4 Warrant, dated as of January 11, 2008, issued to Squire, Sanders &
Dempsey L.L.P. (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.5 Selling Agreement., dated as of February 11, 2008, by and between
Envision Solar International, Inc. and Nexcore Capital, Inc.
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.6 Promissory Note, dated June 1, 2008, issued to William Adelson
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.7 Securities Purchase Agreement, dated as of November 12, 2008, by and
between Envision Solar International, Inc. and Gemini Master Fund,
Ltd. (Incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.8 Secured Bridge Note, dated November 12, 2008, issued to Gemini Master
Fund, Ltd. (Incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.9 Security Agreement, dated as of November 12, 2008, by and among
Envision Solar International, Inc., Envision Solar Construction, Inc.,
Envision Solar Residential, Inc., Envision Africa, LLC, Gemini Master
Fund, Ltd. and Gemini Strategies, LLC (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
10.10 Intellectual Property Security Agreement, dated as of November 12,
2008, by and among Envision Solar International, Inc., Envision Solar
Construction, Inc., Envision Solar Residential, Inc., Envision Africa,
LLC Gemini Master Fund, Ltd. and Gemini Strategies, LLC (Incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K of
Casita Enterprises, Inc. filed with the Securities and Exchange
Commission on February 12, 2010).
10.11 Subsidiary Guarantee, dated as of November 12, 2008, by and among
Envision Solar International, Inc., Envision Solar Construction, Inc.,
Envision Solar Residential, Inc., Envision Africa, LLC and Gemini
Strategies, LLC (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.12 Forbearance Agreement, dated as of April 11, 2009, by and among
Envision Solar International, Inc., Envision Solar Construction, Inc.,
Envision Solar Residential, Inc., Envision Africa, LLC and Gemini
Master Fund, Ltd. (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.13 Agreement, dated as of July 6, 2009, by and between Envision Solar
International, Inc. and Team Solar, Inc.
10.14 Sustainable Strategy, Planning and Solar Advisory Services Agreement,
dated as of October 1, 2009, between Envision Solar International,
Inc. and Centre for Environmental Planning and Technology
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.15 Subordination Agreement, dated as of October 1, 2009, by and among
Envision Solar International, Inc., Envision Solar Construction, Inc.,
Envision Solar Residential, Inc., Envision Africa, LLC, Jon Evey,
Gemini Master Fund, Ltd. and Gemini Strategies, LLC (Incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Casita
Enterprises, Inc. filed with the Securities and Exchange Commission on
February 12, 2010).
10.16 Consulting Services Agreement, dated as of October 23, 2008, by and
between Envision Solar International, Inc. and Chevron Energy
Solutions Company (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.17 Master Consulting Services Agreement, dated as of October 23, 2008, by
and between Envision Solar International, Inc. and Chevron Energy
Solutions Company (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.18 Amendment Agreement, dated as of October 30, 2009, by and among
Envision Solar International, Inc., Envision Solar Construction, Inc.,
Envision Solar Residential, Inc., Envision Africa, LLC, Gemini Master
Fund, Ltd. and Gemini Strategies, LLC (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
10.19 Lock-up Agreement, dated as of October 30, 2009, by and between
Envision Solar International, Inc. and Robert Noble (Incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Casita
Enterprises, Inc. filed with the Securities and Exchange Commission on
February 12, 2010).
10.20 Lease dated as of December 17, 2009 by and between Pegasus KM, LLC and
Envision Solar International, Inc. (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
10.21 10% Subordinated Convertible Promissory Note, dated December 17, 2009,
issued to Mark Mandell, William Griffith and Pegasus Enterprises, LP
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.22 Amended and Restated 10% Subordinated Convertible Promissory Note,
dated as of December 31, 2010, issued to John Evey (Incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Casita
Enterprises, Inc. filed with the Securities and Exchange Commission on
February 12, 2010).
10.23 Agreement of Conveyance, Transfer and Assignment of Assets and
Assumption of Obligations, dated as of February 12, 2010, by and
between Casita Enterprises, Inc. and Casita Enterprises Holdings, Inc.
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on February 12, 2010).
10.24 Stock Purchase Agreement, dated February 12, 2010, by and between
Casita Enterprises, Inc. and Jose Cisneros, Marco Martinez, Paco
Sanchez, Don Miguel and Lydia Marcos (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
10.25 Employment Agreement, dated June 15, 2007 by and between Envision
Solar International, Inc. and Robert Noble (Incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of Casita
Enterprises, Inc. filed with the Securities and Exchange Commission on
February 12, 2010).
10.26 Assignment of Employment Agreement, dated February 12, 2010, by and
between Casita Enterprises, Inc., Envision Solar International, Inc.
and Robert Noble (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.27 Employment Agreement, dated February 2, 2009 by and between Envision
Solar International, Inc. and Joanna Tan (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
10.28 Assignment of Employment Agreement, dated February 12, 2010, by and
between Casita Enterprises, Inc., Envision Solar International, Inc.
and Joanna Tan (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Casita Enterprises, Inc. filed with the
Securities and Exchange Commission on February 12, 2010).
10.29 Interim Services Agreement, dated September, 2009 by and between
Envision Solar International, Inc. and Tatum, LLC (Incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Casita
Enterprises, Inc. filed with the Securities and Exchange Commission on
February 12, 2010).
10.30 Assignment of Employment Interim Services Agreement, dated February
12, 2010, by and between Casita Enterprises, Inc., Envision Solar
International, Inc. and Tatum, LLC (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of Casita Enterprises,
Inc. filed with the Securities and Exchange Commission on February 12,
2010).
10.31 Agreement and Plan of Merger, dated March 11, 2010, by and between
Casita Enterprises, Inc. and Envision Solar International, Inc.
(Incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K of Casita Enterprises, Inc. filed with the Securities and
Exchange Commission on April 12, 2010).
21.1* List of Subsidiaries
31.1* Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financail Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1* Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.2* Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
----------
* Filed herewith
