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EX-2.2 - Fresca Worldwide Trading CORP | v174853_ex2-2.htm |
EX-99.1 - Fresca Worldwide Trading CORP | v174853_ex99-1.htm |
EX-2.3 - Fresca Worldwide Trading CORP | v174853_ex2-3.htm |
EX-16.1 - Fresca Worldwide Trading CORP | v174853_ex16-1.htm |
EX-2.1 - Fresca Worldwide Trading CORP | v174853_ex2-1.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) February 10,
2010
Commission
File Number 333-145882
Go
Solar USA, Inc.
(Exact
name of small business issuer as specified in its charter)
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
(Former
name or former address, if changed from last report)
Fresca
Worldwide Trading Corp.
7337
Oswego Road
Liverpool,
NY 13090
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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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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¨
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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” below as well as those discussed elsewhere in this report, 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.
ITEM
2.01:
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COMPLETION
OF AN ACQUISITON OR DISPOSITION OF
ASSETS
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Agreement
of Merger and Plan of Reorganization
On
February 10, 2010, Fresca Worldwide Trading Corp. (“the Company’) entered into
an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with
Go Solar USA, Inc., a privately held Wyoming corporation (“GUSA”). Upon closing
of the transaction contemplated under the Merger Agreement (the “Merger”), GUSA
merged with and into the Company. The Company immediately affected a
name change and will hereinafter be known as Go Solar USA, Inc.
Some of the significant terms
contained in the Agreement are as follows. The entire Agreement is
included as an exhibit to this Current Report on Form 8-K.
Merger;
Surviving Entity
In
accordance with and subject to the provisions of the Agreement and the Nevada
Corporations Code (“NCC”), at GUSA was merged with and into the Company (the
“Merger”), and the Company is the surviving entity in the Merger (the “surviving
entity”) and shall continue its corporate existence under the laws of the State
of Nevada, and immediately affected a name change to Go Solar USA,
Inc. The separate existence of GUSA has ceased. All properties,
franchises and rights belonging to the Company and GUSA, by virtue of the Merger
and without further act or deed, are vested in the surviving entity, which shall
henceforth be responsible for all the liabilities and obligations of each of the
Company and GUSA.
Equity
Consideration due GUSA Shareholders
At the
closing of the Merger, each share of GUSA common stock issued and outstanding
immediately prior to the closing of the Merger was exchanged for the right to
receive 15 shares of our common stock. To the extent that there are fractional
shares, such fractional shares will be rounded to the nearest whole
share. Accordingly, an aggregate of 15,000,000 shares of our common
stock were issued to the holders of GUSA common stock.
The
shares of our common stock issued to former holders of GUSA common stock in
connection with the Merger were not registered under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance upon an exemption from
registration provided by Section 4(2) under the Securities Act and Regulation D
promulgated thereunder. These securities may not be transferred or sold absent
registration under the Securities Act or an applicable exemption
therefrom.
Departure
of Sole Officer and Director
Upon the
closing of the Merger, Margaret Burton resigned as our sole officer and
director, simultaneously with the Merger a new sole officer and director were
appointed.
Changes
to the Business
We intend
to carry on the business of GUSA as our sole line of business. Upon closing of
the Merger, we relocated our executive offices to 201 St. Charles Avenue, Suite
2500, New Orleans, LA 70170 and our telephone number is (504)
582-1110.
Changes
to the Board of Directors and Executive Officers
Upon the
closing of the Merger, J. David Brotherton was appointed as Chief Executive
Officer and director of the Company.
Our board
of directors consists of between one and three persons, fixed from time to time
by the board or our stockholders. A vacancy on our board of directors
may be filled by the vote of a majority of the directors holding
office. All directors hold office for one-year terms until the
election and qualification of their successors. Officers are
appointed by the board of directors and serve at the discretion of the
board.
Accounting
Treatment
The
Merger is being accounted for as a reverse-merger and recapitalization. GUSA is
the acquirer for financial reporting purposes and the Company is the acquired
company. Consequently, the assets and liabilities and the operations that will
be reflected in the historical financial statements prior to the Merger will be
those of GUSA and will be recorded at the historical cost basis of GUSA, and the
consolidated financial statements after completion of the Merger will include
the assets and liabilities of the Company and GUSA, historical operations of
GUSA and operations of the Company from the closing date of the
Merger.
Tax
Treatment; Small Business Issuer
The
Merger is intended to constitute a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or such
other tax free reorganization exemptions that may be available under the
Code.
Following
the Merger, the Company will continue to be a “smaller reporting company,” as
defined in Item 10(f)(1) of Regulation S-K, as promulgated by the
SEC.
Description
of Our Company
The
Company was incorporated as a Nevada corporation on December 29, 2003 with a
mission of becoming a leading provider of retail co-located ATM
machines. On February 10, 2010, the Company’s wholly-owned
subsidiary, Go Solar USA, Inc., a Wyoming corporation, was merged into and with
the Company. In connection with the merger, the Company’s name was
changed from “Fresca Worldwide Trading Corp.” to “Go Solar USA,
Inc.”
Go Solar
USA, Inc. is a development-stage company that was formed in Wyoming on June 12,
2007. Since its inception, GUSA has focused on the development of
American designed and manufactured solar power solutions. To date,
GUSA has not generated revenues or earnings as a result of its
activities.
Description
of Our Business
Go Solar
USA delivers two unique values to the American solar industry;
First, the company actively
works with U.S. inventors to develop new solar technology aimed at:
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·
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Reducing
the cost of new solar installation. The growth of solar power in the U.S.
has been slowed by the high cost of initial installation in relationship
to the return produced by lower power generation costs. By developing
lower cost technology, solar will become increasingly attractive to
electrical consumers.
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·
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Develop
solar applications for uses other than electrical generation, such as
heating, water treatment, etc.
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·
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Design
integrated systems that incorporate solar into lighting, heating and
communications systems as integrated
components.
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Second, the company offers
services as a professional advisor to clients seeking solar solutions or who are
in the development of new solar strategies such as:
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·
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U.S.
companies interested in developing U.S. manufacturing and installation
capabilities.
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·
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Governmental
entities seeking solar solutions appropriate for governmental
funding.
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·
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Entrepreneurs
seeking to join the rapidly expanding solar
marketplace.
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Industry
Overview and Market Opportunity
Solar
electric power or photovoltaic (PV) technology is the
conversion of sunlight directly into electricity. The solar cells available today use
semiconducting materials (similar to those used in computer chips and flat panel
displays) such as silicon. These cells are the basic building blocks
of complete systems. To provide useful amounts of power, the cells
are wired together in varying numbers to create solar modules (also called
panels).
A typical
rooftop residential system may have one or two dozen modules. PV
converts sunlight into electricity, with no moving parts, consuming no fuel, and
creating no pollution. It is a distributed energy resource that can
improve grid reliability, lower distribution and transmission costs, and be
sited at the point of use with minimal or no environmental
impact. Currently, over 2,000 MW of modules are being manufactured
annually worldwide. More than 90% of these are made from
silicon.
Solar
Cell Technology Overview
The solar
market consists of two major technology segments—crystalline silicon solar cells
and thin film solar cells. This section provides a brief overview of the
crystalline silicon solar cells and thin film solar cells on the market
today.
Crystalline
Silicon Solar Cells
The solar
photovoltaic market is dominated by the crystalline silicon (c-Si) technology
that was developed in the '60s for the space race and then converted for
commercial use during the energy crunch of the '70s. Today, over 85 percent of
solar cells and solar panels are made with silicon wafers. There are several
different types of silicon that are being used in solar cell and panel
production. These include single crystal silicon, poly-crystalline cells and
ribbon silicon solar cells. Representative companies employing varying types of
crystal silicon material can be broken down as follows:
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·
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Single
Crystal Silicon (Sun Power, Suntech
Power)
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·
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Poly-crystalline
Cells (Canadian Solar)
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·
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Ribbon
Silicon cells (Schott Solar, Evergreen
Solar)
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One of
the serious limitations faced by manufacturers of crystalline silicon based
solar cells is the shortage of raw silicon material. These companies are
competing against microprocessor and electronic circuit device manufacturer for
silicon wafers. Even though there are efforts underway to expand the silicon
output, it does appear that it will be many years before enough capacity is in
place for supply to match demand in the marketplace. The silicon solar cells
quality depends on the efficiency which currently ranges from 14 to 18
percent. Energetic radiation from the sun, reaching the Earth’s
surface, includes ultra-violet, infrared and visible light. Silicon technology
chiefly allows absorption of the visible part of the
spectrum.
Thin
Film Solar Cells
Thin film
solar cells are gaining popularity owing to their ability to tailor the spectrum
performance to take advantage of a broader range of the sun’s spectrum than
silicon can utilize. There are several different thin film technologies that are
under development for both the military satellite market and the terrestrial
market. The varieties of thin film solar technologies undergoing
commercialization include:
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·
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Multi-junction
GaAs cells for space (Boeing,
Emcore)
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·
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CIGS
Cells (Ascent Solar, Daystar,
Nanosolar)
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·
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CdTe
/CdS Cells (First Solar)
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·
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Amorphous-silicon
thin film solar cells (Energy Conversion
Devices)
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There are
second-generation, thin-film technologies that are under development that can
provide higher solar cell efficiency. Thin-film solar cell technologies have
steadily gained market share from the incumbent crystalline silicon producers
owing to low manufacturing cost. Forbes reports that “Shipments of thin-film
photovoltaic modules more than doubled between 2004 and 2005, by EIA estimates.”
Meanwhile, RBC projects thin film solar panels will continue to increase their
market share from 6.5% today to 19% by 2011.
Federal
Mandates
Federal
agencies must meet energy management and renewable energy guidelines set forth
in the Energy Policy Act of 2005 ("EPACT"), Executive Order 13423 "Strengthening
Federal Environmental, Energy and Transportation Management" ("EO 13423") and
related regulations. In particular, EPACT directs that the following percentages
of an agency's energy consumption come from renewable energy
sources:
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·
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3%
or more in fiscal years 2007 through
2009
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5%
or more in fiscal years 2010 through 2012,
and
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7.5%
or more by 2013.
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EO 13423,
on the other hand, orders federal agencies to improve energy efficiency and
reduce greenhouse gas emissions by 3% annually through fiscal year 2015 or by
30% by fiscal year 2015, relative to their energy use and emissions in fiscal
year 2003. EO 13423 also mandates that federal agencies use sustainable
practices when purchasing products and services. Implementing instructions
issued by the Department of Energy require that agencies give preference in
their procurement and acquisition programs to energy produced from renewable
sources. At least half of the renewable energy consumed by an agency must come
from renewable power sources placed into service after January 1,
1999.
Solar
Energy Industry
We
believe that economic and national security issues, technological advances,
environmental regulations seeking to limit emissions by fossil fuel, air
pollution regulations restricting the release of greenhouse gasses, aging
electricity transmission infrastructure and depletion and limited supply of
fossil fuels, has made reliance on traditional sources of fuel for generating
electricity less attractive. Government policies, in the form of both regulation
and incentives, have accelerated the adoption of solar technologies by
businesses and consumers. For example, in the U.S., EPACT enacted a 30%
investment tax credit for solar, and in January 2006 California approved the
largest solar program in the country's history that provides for long term
subsidies in the form of rebates to encourage use of solar energy where
possible.
Government
Subsidies and Incentives
Various
subsidies and tax incentive programs exist at the federal and state level to
encourage the adoption of solar power including capital cost rebates,
performance-based incentives, feed-in tariffs, tax credits and net metering.
Capital cost rebates provide funds to customers based on the cost of size of a
customer's solar power system. Performance-based incentives provide funding to a
customer based on the energy produced by their solar system. Under a feed-in
tariff subsidy, the government sets prices that regulated utilities are required
to pay for renewable electricity generated by end-users. The prices are set
above market rates and may be differentiated based on system size or
application. Feed-in tariffs pay customers for solar power system generation
based on kilowatt-hours produced, at a rate generally guaranteed for a period of
time. Tax credits are payable to a customer annually, regardless of taxes due.
In addition, several states have adopted renewable portfolio standards, which
mandate that a certain portion of electricity delivered to customers come from a
set of eligible renewable energy resources. Under a renewable portfolio
standard, the government requires regulated utilities to supply a portion of
their total electricity in the form of renewable electricity.
There are
also certain risks and challenges faced by solar power. We believe that the
near-term growth in the solar energy industry depends significantly on the
availability and size of government subsidies and on the ability of the industry
to reduce the cost of generating solar electricity. The market for solar energy
products is, and will continue to be, heavily dependent on public policies that
support growth of solar energy.
Employees
We
currently have 1 employee. We consider our employee relations to be
excellent.
Legal
Proceedings
We are
not a party to any legal proceedings
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
This
discussion should be read in conjunction with the other sections of this Current
Report on Form 8-K, including “Risk Factors,” “Description of Our Business” and
the Financial Statements attached hereto as Item 9.01 and the related
exhibits. The various sections of this discussion contain a number of
forward-looking statements, all of which are based on our current expectations
and could be affected by the uncertainties and risk factors described throughout
this Report as well as other matters over which we have no
control. See “Forward-Looking Statements.” Our actual results may
differ materially.
Overview
Go Solar
USA, Inc. is a development-stage company that was formed in Wyoming on June 12,
2007. Since its inception, GUSA has focused on the development of
American designed and manufactured solar power solutions. To date,
GUSA has not generated revenues or earnings as a result of its
activities.
Financial
Condition and Result of Operations
For the
Period from Inception (June 12, 2007) to January 31, 2010, the Company has been
in the development stage and therefore has not produced any
revenues. For the Period from Inception (June 12, 2007) to January
31, 2010, 2010 the Company incurred interest expense totaling $141,349, and
experienced a net loss for the period of $141,349.
Liquidity
and Capital Resources
For the
Period from Inception (June 12, 2007) to January 31, 2010 the resulting change
in cash was an increase of $200.
We
require substantial working capital to fund our business. We cannot predict
whether additional financing will be available to us on favorable terms when
required, or at all. Since our inception, we have experienced negative cash flow
from operations and expect to experience significant negative cash flow from
operations in the future.
Critical
Accounting Policies and Estimates
Those
material accounting policies that we believe are the most critical to an
investor’s understanding of our financial results and condition are discussed
below. Four of these policies, discussed immediately below, are particularly
important to the portrayal of our financial position and results of operations
and require the application of significant judgment by our management to
determine the appropriate assumptions to be used in the determination of certain
estimates.
Development
Stage Company
The
Company is considered to be in the development stage as defined in ASC 915,
“Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to the corporate formation, the raising of capital and attempting
to generate customers for the sales of the Company’s products.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with maturity of three months or less, when purchased, to be cash
equivalents.
The
Company maintains cash and cash equivalent balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation.
Fixed
Assets
Although
the Company does not have any fixed assets at this point, any fixed assets
acquired in the future will be stated at cost, less accumulated depreciation.
Depreciation will be provided using the straight-line method over the estimated
useful lives of the related assets. Costs of maintenance and repairs will be
charged to expense as incurred.
Recoverability
of Long-Lived Assets
Although
the Company does not have any long-lived assets at this point, for any
long-lived assets acquired in the future the Company will review their
recoverability on a periodic basis whenever events and changes in circumstances
have occurred which may indicate a possible impairment. The assessment for
potential impairment will be based primarily on the Company’s ability to recover
the carrying value of its long-lived assets from expected future cash flows from
its operations on an undiscounted basis. If such assets are determined to be
impaired, the impairment recognized is the amount by which the carrying value of
the assets exceeds the fair value of the assets. Fixed assets to be disposed of
by sale will be carried at the lower of the then current carrying value or fair
value less estimated costs to sell
Fair
Value of Financial Instruments
The
carrying amount reported in the balance sheets for cash and cash equivalents,
accounts payable, and accrued expenses approximate fair value because of the
immediate or short-term maturity of these financial instruments. The Company
does not utilize derivative instruments.
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
Revenue
Recognition
The
Company will generate revenue from sales as follows:
1)
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Persuasive
evidence of an arrangement exists;
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2)
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Delivery
has occurred or services have been
rendered;
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3)
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The
seller’s price to the buyer is fixed or determinable,
and
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4)
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Collectable
is reasonably assured.
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Recently
Adopted and Recently Enacted Accounting Pronouncements
In
April 2008, the FASB issued ASC 350-10, "Determination of the Useful Life of
Intangible Assets." ASC 350-10 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible
Assets." ASC No. 350-10 is effective for fiscal years beginning after
December 15, 2008. The adoption of this ASC did not have a material impact
on our consolidated financial statements.
In April
2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and
Liabilities assumed in a Business Combination That Arise from Contingencies—an
amendment of FASB Statement No. 141 (Revised December 2007), Business
Combinations". ASC 805-10 addresses application issues raised by preparers,
auditors and members of the legal profession on initial recognition and
measurement, subsequent measurement and accounting and disclosure of assets and
liabilities arising from contingencies in a business combination. ASC 805-10 is
effective for assets or liabilities arising from contingencies in business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
ASC 805-10 will have an impact on our accounting for any future
acquisitions and its consolidated financial statements.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events", which is included
in ASC Topic 855, Subsequent Events. ASC Topic 855 established principles and
requirements for evaluating and reporting subsequent events and distinguishes
which subsequent events should be recognized in the financial statements versus
which subsequent events should be disclosed in the financial statements. ASC
Topic 855 also requires disclosure of the date through which subsequent events
are evaluated by management. ASC Topic 855 was effective for interim periods
ending after June 15, 2009 and applies prospectively. Because ASC Topic 855
impacts the disclosure requirements, and not the accounting treatment for
subsequent events, the adoption of ASC Topic 855 did not impact our consolidated
results of operations or financial condition. See Note 10 for disclosures
regarding our subsequent events.
Effective
July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting
Principles—Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting
Standards Codification (the "Codification") as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with
U.S. GAAP. Rules and interpretive releases of the SEC under authority of
federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants. All guidance contained in the Codification carries an equal level
of authority. The Codification superseded all existing non-SEC accounting and
reporting standards. All other non-grandfathered, non-SEC accounting literature
not included in the Codification is non-authoritative. The FASB will not issue
new standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
("ASUs"). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout these consolidated
financials have been updated for the Codification.
In August
2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value,
which provides additional guidance on how companies should measure liabilities
at fair value under ASC 820. The ASU clarifies that the quoted price for an
identical liability should be used. However, if such information is not
available, an entity may use the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements. This ASU is effective
October 1, 2009. We are currently evaluating the impact of this standard,
but would not expect it to have a material impact on our consolidated results of
operations or financial condition.
Risk
Factors
You
should consider the following discussion of risks as well as other information
regarding our common stock. The risks and uncertainties described below are not
the only ones. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. If
any of the following risks actually occur, our business could be
harmed.
Competition
The
Company’s business strategy is to be a leading supplier of solar technology
solutions and consulting services, both domestically and
internationally. The Company believes the following to be the keys
and risks to its success: marketing of solar technologies through
aggressive promotional campaigns to both commercial and consumer users,
achieving economies of scale, research and development of solar and other
alternative energy technologies, and establishing a rapport with distributors
and installers interested in alternative energy systems. The
alternative energy industry is relatively new, and a suitable customer base is
not currently adequately defined. Given that the customer base may be
narrow, it is possible that other solar technology providers may provide
significant competition for these markets.
Reliance
on Key Personnel
The
Company’s officer and employee has extensive experience in business management
specific to the American solar power industry.
Sales
Channels
Sales
channels for the distribution of solar technologies historically have been
non-existent as solar systems have not been marketed on a state, regional or
national level until just recently. There can be no assurance that
the Company can create distribution channels large enough and financially strong
enough to distribute its product at sufficient levels to attain
profitability.
Limited
Operating History: Operating Losses
Despite
factors that indicate an increasing acceptance and desire to use solar power
technologies in certain segments of the industry and government, the Company
cannot be assured of their continued demand. While the Company
believes that demand for such alternative energy sources exists, the Company
cannot assure that it will have success in marketing its products to its
customer groups. The inability of the Company to successfully market
and sell its products to these customer groups would have an adverse effect on
the Company’s profitability.
Going
Concern
The
Company’s ability to continue as a going concern is an issue raised as a result
of the significant operating losses incurred during the years ended January 31,
2010 and 2009 and its negative working capital. The Company continues to
experience net operating losses. The ability to continue as a going concern is
subject to the Company’s ability to obtain necessary funding from outside
sources, including obtaining additional funding from the sale of securities,
increasing sales, or obtaining loans and grants from various financial
institutions where possible.
Additional
Financing
Additional
financing is required to continue operations. Although actively searching for
available capital, the Company does not have any current arrangements for
additional outside sources of financing and cannot provide any assurance that
such financing will be available.
Limited
Trading Market
Currently,
only a very limited trading market exists for the Company’s common stock. The
common stock trades on the OTCBB under the symbol "FRSC." The OTCBB is a limited
market and subject to substantial restrictions and limitations in comparison to
the NASDAQ system. Any broker/dealer that makes a market in the Company stock or
other person that buys or sells the stock could have a significant influence
over its price at any given time. The Company cannot assure its shareholders
that a market for its stock will be sustained. There is no assurance that its
shares will have any greater liquidity than shares that do not trade on a public
market.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information as of February 16, 2010, with
respect to the beneficial ownership of shares of the Company’s common stock by
(i) each person known to us who owns beneficially more than 5% of the
outstanding shares of the Company’s common stock, (ii) each of our Directors,
(iii) each of our Executive Officers, and (iv) all of our Executive Officers and
Directors as a group. Unless otherwise indicated, each stockholder has sole
voting and investment power with respect to the shares shown. As of
February 16, 2010, there were 17,100,000 shares of the Company’s common stock
issued and outstanding.
Name and address of beneficial
owner
|
Relationship to Registrant
|
Number of Shares of
Common Stock
|
Percentage of Common
Stock (1)
|
||||||||
Sunset
Developments, Inc.
2710
Thomes Rd, #865
Cheyenne,
WY 82001
|
Shareholder
|
7,500,000 | 43.8 | % | |||||||
Essential
Strategies, Inc.
2710
Thomes Rd, #865
Cheyenne,
WY 82001
|
Shareholder
|
7,500,000 | 43.8 | % | |||||||
J.
David Brotherton
201
St. Charles Ave, #2500
New
Orleans, LA 70170
|
Chairman
& CEO
|
— | — | ||||||||
All
Officers and Directors as a group (total of 1)
|
— | — |
|
(1)
|
Under
Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a
security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to direct
the voting of shares; and (ii) investment power, which includes the power
to dispose or direct the disposition of shares. Certain shares
may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for
example, upon exercise of an option) within 60 days of the date as of
which the information is provided. In computing the percentage
ownership of any person, the amount of shares is deemed to include the
amount of shares beneficially owned by such person (and only such person)
by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person’s actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
February 16, 2010.
|
Directors
and Executive Officers of the Company
Name
|
Position
|
Age
|
||
J.
David Brotherton
|
Chairman/CEO
|
50
|
||
Principal
Financial Officer
|
Mr. J.
David Brotherton was most recently employed as Construction Completion Manager
for Emcor and Fluor on the construction of REC Solar's poly-christalline
plant in Moses Lake, Washington from June 18 of 2008 until April 16, 2009.
From August of 2005 until March of 2008, Mr. Brotherton was employed
by Phoenix Electric, rising to the position of General Manager and
responsible for instrumentation, electrical construction and electrical
maintenance for the WR Grace, Firestone and Calcasieu Refinery plants in
Louisiana. Additionally, Mr. Brotherton has been involved in various
private and public business ventures. Mr. Brotherton is certified by the
Electrical Power Research Institute as a Senior Level Instrumentation &
Control Technician, is a United Association certified BTJ Instrument Technician,
is an IBEW certified Journeyman Electrician and holds electrical licenses
in the states of Texas and Washington. Mr. Brotherton received an
Accounting Degree from Methodist University in 1986. Mr. Brotherton is a
veteran of the US Army Special Warfare Center and the 82nd Airborne
Division, both of Ft. Bragg, NC.
Compliance
with Section 16(a) of the Exchange Act
Based
solely upon review of Forms 3, 4, and 5 furnished to us during the most recent
fiscal year, we believe that all persons required to file reports pursuant to
Section 16(a) of the Exchange Act have done so in a timely manner.
Section
16(a) of the Securities Exchange Act of 1934 requires our Directors and
Executive Officers, and persons who own beneficially more than ten percent of
our common stock, to file reports of their stock ownership and changes of their
stock ownership with the Securities and Exchange Commission. Based solely on the
reports we have received and on written representations from certain reporting
persons, we believe that the directors, executive officers, and our greater than
ten percent beneficial owners have complied with all applicable filing
requirements for the fiscal year ended January 31, 2010.
Executive
Compensation
We have
not had compensation arrangements in place for our executive officers and have
not finalized any plan to compensate our executive officers in the future for
their services. We intend to enter into employment agreements with our executive
officers in the near future. We expect that the compensation
arrangements may be comprised of a combination of cash and/or equity
awards.
Outstanding
Equity Awards at Fiscal Year-End
There
were no outstanding equity awards issued to our chief executive officer as of
January 31, 2010.
Director
Compensation
We have
not had compensation arrangements in place for members of our Board of Directors
and have not finalized any plan to compensate directors in the future for their
services as directors. We may develop a compensation plan for our independent
directors in order to attract qualified persons and to retain them. We expect
that the compensation arrangements may be comprised of a combination of cash
and/or equity awards.
Directors’
and Officers’ Liability Insurance
We are in
the process of obtaining directors’ and officers’ liability insurance insuring
our directors and officers against liability for acts or omissions in their
capacities as directors or officers, subject to certain
exclusions. Such insurance also insures us against losses which we
may incur in indemnifying our officers and directors. In addition, we
have entered into indemnification agreements with key officers and directors and
such persons shall also have indemnification rights under applicable laws, and
our certificate of incorporation and bylaws.
Board
Independence
We do not
believe that any of our directors is an “independent director,” as that term is
defined by listing standards of the national exchanges and SEC rules, including
the rules relating to the independence standards of an audit committee and the
non-employee director definition of Rule 16b-3 promulgated under the Exchange
Act.
Certain
Relationships and Related Transactions
None of
the following persons has any direct or indirect material interest in any
transaction to which we were or are a party during the past two years, or in any
proposed transaction to which we propose to be a party:
(A)
|
any
of our directors or executive
officers;
|
(B)
|
any
nominee for election as one of our
directors;
|
|
(C)
|
any
person who is known by us to beneficially own, directly or indirectly,
shares carrying more than 5% of the voting rights attached to our common
stock; or
|
|
(D)
|
any
member of the immediate family (including spouse, parents, children,
siblings and in-laws) of any of the persons named in paragraph (A), (B) or
(C) above.
|
ITEM
3.02:
|
UNREGISTERED
SALE OF EQUITY SECURITIES
|
Security
Issued in Connection with the Merger
Pursuant
to the previously discussed Merger, the Company issued 15,000,000 shares of our
common stock to the former shareholders of GUSA, consisting of two entities,
each receiving 7,500,000 shares.
The
shares of our common stock issued to former holders of GUSA common stock in
connection with the Merger were not registered under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance upon an exemption from
registration provided by Section 4(2) under the Securities Act and Regulation D
promulgated thereunder. These securities may not be transferred or sold absent
registration under the Securities Act or an applicable exemption
therefrom.
Description
of Capital Stock
Authorized Capital
Stock
We have
authorized 100,000,000 shares of common stock, par value $0.001per
share.
Capital
Stock Issued and Outstanding
After
giving effect to the Merger we have issued and outstanding 17,100,000 shares of
common stock on a fully diluted basis.
Common
Stock
The
holders of our common stock are entitled to one vote per share. In addition, the
holders of our common stock will be entitled to receive ratably such dividends,
if any, as may be declared by our board of directors out of legally available
funds; however, the current policy of our board of directors is to retain
earnings, if any, for operations and growth. Upon liquidation, dissolution or
winding-up, the holders of our common stock will be entitled to share ratably in
all assets that are legally available for distribution. The holders of our
common stock will have no preemptive, subscription, redemption or conversion
rights. The rights, preferences and privileges of holders of our common stock
will be subject to, and may be adversely affected by, the rights of the holders
of any series of preferred stock, which may be designated solely by action of
our board of directors and issued in the future.
Dividend
Policy
We have
not previously paid any cash dividends on our common stock and do not anticipate
or contemplate paying dividends on our common stock in the foreseeable
future. We currently intend to utilize all available funds to develop
our business. We can give no assurances that we will ever have excess
funds available to pay dividends.
Indemnification
of Directors and Officers
In
accordance with the provisions in our articles of incorporation, we will
indemnify an officer, director, or former officer or director, to the full
extent permitted by law.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of us in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
Trading
Information
Our
common stock is currently approved for quotation on the OTC Bulletin Board
maintained by the Financial Industry Regulatory Authority, Inc. (FINRA) under
the symbol FRSC.OB. We have notified the OTC Bulletin Board of our name change
and will obtain a new symbol upon approval of the Merger and our name
change.
The
transfer agent for our common stock is:
Pacwest
Transfer, LLC
4045
South Spencer Street, Suite 403
Las
Vegas, NV 89119
Tel:
(702) 270-9646
Fax:
(702) 433-1979
ITEM
4.01:
|
CHANGE
IN REGISTRANT’S CERTIFYING
ACCOUNTANT
|
On
January 31, 2010, the board of directors of the Company approved the dismissal
of Seale and Beers, CPAs (“Seale”) as the Company’s independent registered
public accounting firm. Seale’s dismissal was effective
immediately.
During
the fiscal year ended December 31, 2009, (i) there were no disagreements between
the Company and Seale on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Seale would have caused Seale to make reference
to the matter in its reports on the Company's financial statements;
and (ii) there were no reportable events as the term described in
Item 304(a)(1)(iv) of Regulation S-K.
On
February 12, 2010, the Company provided Seale with a copy of the disclosures it
is making in response to Item 4.01 on this Form 8-K, and has requested that
Seale furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A
copy of the letter, dated February 16, 2010, is filed as Exhibit 16.1 to this
Current Report on Form 8-K. The Company engaged Seale on August 6,
2009 subsequent to the dismissal of the previous auditors, Moore &
Associates Chartered (“Moore”).
During
the fiscal years ended December 31, 2008 and 2007, Moore’s reports on the
Company's financial statements did not contain an adverse opinion or disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles except, Moore’s audit reports for the years ended December
31, 2008 and 2007 stated that several factors raised substantial doubt about the
Company’s ability to continue as a going concern and that the financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
During
the fiscal years ended December 31, 2008 and 2007 and the subsequent period
through August 6, 2009, (i) there were no disagreements between the Company and
Moore on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Moore would have caused Moore to make reference to the matter in
its reports on the Company's financial statements; and (ii) there
were no reportable events as the term described in Item 304(a)(1)(iv) of
Regulation S-K.
On August
25, 2009 the Company filed a Current Report on Form 8-K with the SEC announcing
the termination of Moore as its independent registered accounting
firm. The content of which is incorporated herein by reference,
including, but not limited to, Moore’s August 11, 2009 letter of agreement to
the above statements.
On
January 31, 2010, the Company engaged M&K CPAS PLLC (“M&K”) as its
independent registered public accounting firm for the Company’s fiscal years
ended January 31, 2010 and 2009. The change in the Company’s independent
registered public accounting firm was approved by the Company’s Board of
Directors on January 31, 2010.
During
the years ended January 31, 2009 and 2008 the Company did not consult with
M&K regarding either (i) the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company’s financial statements or (ii) any matter
that was either the subject of a disagreement or event identified in response to
(a)(1)(iv) of Item 304 of Regulation S-K.
ITEM
5.01:
|
CHANGES
IN CONTROL OF REGISTRANT
|
Reference
is made to the disclosure set forth under Item 2.01 of this Current Report on
Form 8-K, which disclosure is incorporated herein by reference.
ITEM
5.02:
|
DEPARTURE
OF CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICER; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
|
Our
officers resigned as of February 10, 2010, effective upon the closing of the
Merger. Reference is made to the disclosure set forth under Item 2.01
of this Current Report on Form 8-K, which disclosure is incorporated herein by
reference.
ITEM
5.03:
|
AMMENDMENTS
TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
|
On
February 10, 2010, our board of directors approved a change in the fiscal year
of the Company from December 31 to January 31. On February 10, 2010,
the Company’s wholly-owned subsidiary, Go Solar USA, Inc., a Wyoming
corporation, was merged into and with the Company. In connection with
the merger, the Company’s name was changed from “Fresca Worldwide Trading Corp.”
to “Go Solar USA, Inc.”
ITEM
9.01:
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
Financial
Statements of Businesses Acquired
In
accordance with Item 9.01(a) the Company’s audited financial statements for the
fiscal years ended January 31, 2010 and 2009, are filed in this Current Report
on Form 8-K as Exhibit 99.1.
Pro
Forma Financial Information
Due to
the nature of the accounting treatment for the Merger no Pro-Forma Financial
Information is required or presented as this transaction is being accounted for
a as a reverse merger.
Exhibits
Exhibit Number
|
Description
|
|
2.1
|
Agreement
and Plan of Merger, dated as of February 10, 2010, by and among Fresca
Worldwide Trading Corp. and Go Solar USA, Inc.
|
|
2.2
|
Certificate
of Merger, dated February 10, 2010 merging Go Solar USA, Inc. with and
into Fresca Worldwide Trading Corp.
|
|
2.3
|
Articles
of Merger, dated February 10, 2010 merging Go Solar USA, Inc. with and
into Fresca Worldwide Trading Corp.
|
|
16.1
|
Letter
from Seale and Beers, CPA, Certified Public Accountant dated February 16,
2010
|
|
99.1
|
Go
Solar USA, Inc. audited financial statements for the years ended January
31, 2010 and 2009
|
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.
Date: February
16, 2010
|
Go
Solar USA, Inc.
|
||
By:
|
/s/ J. David Brotherton
|
||
J.
David Brotherton
|
|||
Chairman
of the Board
|
|||
Chief
Executive Officer
|
|||
Principal
Financial Officer
|