Attached files
| file | filename |
|---|---|
| EX-2.5 - Fresca Worldwide Trading CORP | v200012_ex2-5.htm |
| EX-2.6 - Fresca Worldwide Trading CORP | v200012_ex2-6.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) October 26, 2010
Commission
File Number 333-145882
Go
Solar USA, Inc.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
27-1753019
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
201
St. Charles Avenue
|
|
|
Suite
2500
|
|
|
New
Orleans, Louisiana
|
70170
|
|
(Address
of principal
executive
offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (504)
582-1110
|
|
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:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
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” as filed in our 10-Q on September 15, 2010, 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
8.01: OTHER EVENTS.
On
October 14, 2010, we signed a Profit Participation Agreement (the “PPA”) with
Yosion, a Chinese company. Under the terms of the PPA, we will pay
Yosion $5,000 per month for a term of six months in exchange for the right to
receive 5% of the future net profits generated by Yosion.
In
addition on October 14, 2010, we signed a Distribution Agreement (the
“Distribution Agreement”) with Yosion. Under the terms of the
Distribution Agreement, we will have the exclusive right to promote, distribute
and sell the Apple Peel 520 in North America for a period of three
years. The Distribution Agreement shall be automatically renewed for
successive one year periods unless terminated by either party no later than 90
days prior to the renewal date.
ITEM
9.01: EXHIBITS
Exhibits
|
Exhibit Number
|
Description
|
|
2.5
|
Profit
Participation Agreement, dated October 14, 2010, by and between Go Solar
USA, Inc. and Yosion
|
|
2.6
|
Distribution
Agreement, dated October 14, 2010, by and between Go Solar USA, Inc. and
Yosion
|
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.
| Go Solar USA, Inc. | |||
|
Date: October
26, 2010
|
By:
|
/s/ Tyson Rohde | |
|
Tyson
Rohde
Chief
Executive Officer
|
|||