Attached files
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| EX-2.5 - Fresca Worldwide Trading CORP | v207710_ex2-5.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) January 10, 2011
(January
5, 2011)
Commission
File Number 333-145882
Go
Solar USA, Inc.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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27-1753019
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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201
St. Charles Avenue
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Suite
2500
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New
Orleans, Louisiana
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70170
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(Address
of principal
executive
offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504)
582-1110
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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FORWARD
LOOKING STATEMENTS
Go Solar USA, Inc. (referred to in this
Current Report on Form 8-K as “we” or the “Company”) desires to take advantage
of the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. This report contains a number of forward-looking statements
that reflect management’s current views and expectations with respect to our
business, strategies, future results and events and financial
performance. All statements made in this annual report other than
statements of historical fact, including statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future, including statements related to future cash flows,
revenues, profitability, adequacy of funds from operations, statements
expressing general optimism about future operating results and non-historical
information, are forward-looking statements. In particular, the words
“believe,” “expect,” “intend,” “ anticipate,” “estimate,” “may,” “will,” and
variations of such words and similar expressions identify forward-looking
statements, but are not the exclusive means of identifying such statements and
their absence does not mean that a statement is not
forward-looking. These forward-looking statements are subject to
certain risks and uncertainties, including those discussed below. Our
actual results, performance or achievements could differ materially from
historical results as well as those expressed in, anticipated, or implied by the
forward-looking statements contained herein. We do not undertake any
obligation to revise these forward-looking statements to reflect any future
events or circumstances.
Readers should not place undue reliance
on forward-looking statements, which are based on management’s current
expectations and projections about future events, are not guarantees of future
performance, are subject to risks, uncertainties and assumptions (including
those described below) and apply only as of the date of this
report. Our actual results, performance or achievements could differ
materially from the results expressed in, or implied by, the forward-looking
statements contained herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed in “Risk
Factors” in our 10-Q, and the risks discussed in our press releases and other
communications to shareholders issued by us from time to time, which attempt to
advise interested parties of the risks and factors that may affect our
business. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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ITEM
8.01:
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OTHER
EVENTS.
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On
January 5, 2011, we signed a profit participation agreement (the “PPA”) with
Xiamen Solar Electronics (“XSE”), a Chinese company. XSE is in the
business of developing wireless energy sources and other energy
technology. Under the terms of the PPA, we have the right to receive
5% of net profits generated and realized by XSE and determined on a quarterly
basis, exclusive of any net profit generated from our distribution agreement
with XSE. In addition, we will receive exclusive distribution rights
of the Volt Technology for North America for a period of three years subject to
quotas as set forth in the agreement. We have agreed to pay $66,000
in exchange for these rights. We will pay $33,000 within 10 days of
signing the PPA and the remaining $33,000 within 30 days.
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ITEM
9.01:
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EXHIBITS
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Exhibits
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Exhibit Number
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Description
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2.5
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Profit
Participation Agreement, dated January 5, 2011, by and between Go Solar
USA, Inc. and Xiamen Solar
Electronics
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Date: January
10, 2011
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Go
Solar USA, Inc.
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By: /s/
Tyson Rohde
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Tyson
Rohde
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Chief
Executive Officer
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