Attached files
| file | filename |
|---|---|
| EX-99.2 - ForceField Energy Inc. | v205091_ex99-2.htm |
| EX-99.1 - ForceField Energy Inc. | v205091_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November
30, 2010
SunSi
Energies Inc.
(Exact
name of registrant as specified in its charter)
|
NEVADA
|
333-145910
|
20-8584329
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
45
Main Street, Suite 309
Brooklyn,
New York
|
11201
|
||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: 646-205-0291
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
ITEM
1.01
|
ENTRY
INTO A DEFINITIVE MATERIAL
AGREEMENT
|
On
November 30, 2010 the Company entered into definitive agreements to
purchase a 60% interest in Wendeng He Xie Silicon Co. Ltd., a company with a
trichlorisilane manufacturing factory located in Wendeng, China (“Wendeng”) from
Liu Dongqiang, a Chinese individual, and to have Wendeng re-formed as a joint
venture under Chinese law. Wendeng produces annually 20,000 metric tons of
Trichlorosilane. The Company expects to close the Wendeng acquisition in the
first quarter of 2011.
|
ITEM
2.01
|
COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS
|
On
December 8, 2010, the Company completed its acquisition of 90% of Zibo Baokai
Trade Co., (“Zibo”) a company with the right to distribute the trichlorisilane
production of Zibo Commerce and Trade Co. in the China market. The Company
hereby provides certain financial statements required by Item 9.01 of Form 8-K
with respect to Zibo and pro forma condensed combined financial information with
respect to the Company’s acquisition of Zibo.
ITEM
5.02 DEPARTURE OF
DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(a) Appointment
of David Natan as Chief Executive Officer and Director.
On
December 8, 2010, the Board of Directors of the Company appointed David Natan as
the Company’s Chief Executive Officer and Director. Mr. Natan remains
as the Company’s Chief Accounting and Financial Officer.
Mr.
Natan, age 57, since February 9, 2010 has been the Company’s Chief Accounting
and Financial Officer. Mr. Natan, since December 2007, has been President of
NATAN & ASSOCIATES, LLC., a consulting firm providing expert CFO services to
both public and private companies. Prior to this, Mr. Natan worked at PharmaNet
Development Group from February 2002 to November 2007, first as Vice President
of Finance (Feb 2002-Aug 2006) and later as Executive Vice President, Reporting
and Analysis (Aug 2006-Nov. 2007).
There is
no family relationship between Mr. Natan and any Company director or executive
officer.
Other
than compensation, there are no related party transactions between Mr. Natan and
the Company.
Mr. Natan
will continue to receive monthly compensation of $5,000 and reimbursement of all
pre-approved employment related expenses.
(b) Departure
of Michel Laporte as Chief Executive Officer and Director
In
connection with Mr. Natan’s appointment as Chief Executive Officer, Michel
Laporte has resigned this position (and all other Company officer roles) and as
Director on December 8, 2010. The Company owes no severance to Mr.
Laporte in connection with this resignation. Mr. Laporte will continue to
provide services to the Company as a consultant.
|
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
(a) Financial
statements of businesses acquired.
The
audited financial statements of Zibo including notes thereto are filed as
Exhibit 99.1 of this Current Report and include:
|
|
●
|
Balance
Sheets as of May 31, 2010 and 2009
|
|
|
●
|
Statements
of Operations and Comprehensive Income for the years ended May 31, 2010
and 2009
|
|
|
●
|
Statements
of Changes in Shareholders’ Equity for the years ended May 31, 2010 and
2009
|
|
|
●
|
Statements
of Cash Flows for the years ended May 31, 2010 and
2009
|
(b) Pro
forma financial information.
The
following unaudited pro forma financial information of including notes thereto
is filed as a part of this Current Report and is attached as Exhibit
99.2:
|
|
●
|
Pro
Forma Condensed Combined Balance Sheet as of May 31,
2010;
|
|
|
●
|
Pro
Forma Condensed Combined Statement of Operations for the year ended May
31, 2010
|
(d) Exhibits
|
Exhibit
Number
|
Description of Exhibit
|
|
|
99.1
|
Audited
Financial Statements listed in Item 9.01(a)
|
|
|
99.2
|
Unaudited
Pro Forma Combined Financial Statements listed in Item
9.01(b)
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
SunSi
Energies Inc.
|
Dated:
|
December
9, 2010
|
|
|
By:
|
/s/ Richard St Julien
|
|
|
Richard
St Julien
|
||
|
Vice
President and Secretary
|
||