Form 8-K - Current report

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): March 8, 2024 

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-12561		95-3819300
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)
		2 Valley View Drive
		Avon, New York 14414
		(Address of principal offices)
		[phone]
		(Registrant’s Telephone Number)
		(Former name or former address, if changed since last report)

  

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
n/a	CSOL

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐ Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

 

 

 

 

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATION

 

Item 1.01 Entry into a Material Definitive Agreement

Asset Purchase Agreement

On March 5, 2024, China Solar & Clean Energy Solutions, Inc (the “Company) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Easy Modular Manufacturing, Inc (“Easy Modular Manufacturing”) for the purchase of the asset Easy Nano-Void Injection System Modular (the “Product”). The Company consummated the acquisition and acquired the assets on March 1, 2024 (the “Closing Date”) for cash consideration and contingent consideration.

The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.01 and is incorporated herein by reference.

China Solar & Clean Energy Solutions, Inc has updated their Company Business Plan which is attached hereto as Exhibit 2.02

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statement and Exhibits

 

(d)       Exhibits

 

Exhibit Number		Exhibit Description
2.1		Asset Purchase Agreement, dated March 1, 2024, by and between the Company and Easy Modular Manufacturing, Inc and Business Plan
2.2		China Solar & Clean Energy Solutions, Inc Business Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: March 8, 2024		China Solar & Clean Energy Solutions, Inc.
		By: /s/SHELLI FIELDS
		Name: Shelli Fields
		Title: President / CEO

 

 

 

 

 

1.

THE PARTIES

 

 

2.

DESCRIPTION OF THE ASSET(S)

 

 

 

3.

SALE AND PURCHASE

 

 

 

 

4.

PURCHASE PRICE AND PAYMENT

The purchase price to be paid to the Seller by the Buyer for the Asset(s) shall be Two Hundred Thousand and 00/100 (US $200,000.00) Unites States Dollars (the “Purchase Price”), payable on or before seven days from the date of execution (the “Closing Date”).

 

5.

INSPECTION PERIOD

 

 

 

6.

CONDITIONS FOR THE CLOSING

 

 

 

 

 

8.

NOTICES

 

 

9.

BINDING AGREEMENT

 

 

10.

SEVERABILITY

 

11.

BINDING ARBITRATION

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such a solution within a period of sixty (60) days, then, upon notice by either Party to the other, all disputes, claims, questions, or disagreements shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, and judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

 

12.

GOVERNING LAW

 

 

13.

MULTIPLE COUNTERPARTS

 

 

14.

ENTIRE AGREEMENT

This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

In Witness Whereof, the Parties hereto have executed this Agreement as of the last date written below.

 

 

 

 

 

 

BILL OF SALE

 

 

THIS BILL OF SALE is made as of the 5^th day of March, 2024, by EASY MODULAR MANUFACTURING, INC., a Minnesota Corporation having a business address of 40 Good Counsel Dr., Suite 200, Mankato, MN 56001 (“Seller”), in favor of CHINA SOLAR AND CLEAN ENERGY SOLUTIONS, INC., a Nevada corporation having a business address at 2 Valley View Dr., Avon, NY 14414 (“Buyer”). This Bill of Sale is being executed pursuant to the terms of that certain Asset Purchase Agreement (“Asset Purchase Agreement”), dated March 1, 2024, by and between Seller and Buyer.

1.

Seller does hereby transfer, grant, convey, assign, and relinquish exclusively to Buyer all of Seller’s right, title, and interest in the property described on Schedule 1 of the Asset Purchase Agreement, which schedule is also attached hereto and incorporated herein (the “Assets”).

2.

Seller represents and warrants that Buyer shall receive, complete and exclusive right, title, and interest in and to all of the Assets free and clear of all claims, liens and encumbrances as of the date hereof.

 

The undersigned, being duly authorized, has executed this Bill of Sale as of the date first above written.

EASY MODULAR MANUFACTURING, INC.

By: Mark Gaalswyk, CEO Date: March 1, 2024

 

 

 

 

 

 

 

 

 

 

 

 

China Solar

Business Plan

 

 

 

 

 

 

Created on March 5, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China Solar

 

 

Product

China Solar provides pond, lake and lagoon water clean-up services to agricultural entities, municipalities, government entities, HOA’s and private and municipal golf courses. China Solar utilizes Easy Modular Manufacturing, Inc.’s (EMM) “Easy Nano Void” systems to accomplish our water clean-up goals. EMM offers varying sizes of nano void generation systems; China Solar initially purchased one of these systems for $200,000.

Key partnerships

China Solar will work closely with Easy Modular Manufacturing, Inc. to accommodate its customers’ needs. China Solar will be purchasing all necessary nano void generation systems from EMM and working closely with them as their equipment support arm. China Solar may partner with existing turf management and municipal services companies to accomplish our goals.

China Solar’s Strategic Partner, Easy Modular Manufacturing’s Easy Nano Void System:

 

 

 

Key activities and resources

China Solar will be competitive in the water clean-up space due to the cutting edge patented nanobubble technology being utilized by Easy Modular Manufacturing, inc. China Solar will work directly with customers in the golf and waterway sectors, while pulling experience and support from EMMs network of municipal, recreational, private turf, and agriculture companies across the United States of America to immediately begin impacting waterways for the better. Additionally, EMM offers a patented microbial fertilizer product, Terreplenish, which will go hand in hand with the water clean-up efforts of China Solar.

Value proposition

China Solar offers a unique solution to dead zones and low-quality bodies of water by utilizing patented nanobubble technology; creating a healthier environment for all local inhabitants, human or otherwise.

Customer relationships

A goal of China Solar’s is to create a closer community which understands and values clean waterways, this will be accomplished in many ways. Customers will interact with China Solar through multiple media. China Solar will interact directly with customers at local golf course management trade shows as well as accepting phone calls and internet leads.

Customers will engage China Solar for their water clean-up needs; paying a per hour operating fee (initially $18 per hour or $420 per 24-hour day) based on the necessary equipment. China Solar will operate this equipment on their site for the allotted time period, paying EMM a 20% portion of the received per hour operating revenue as an ongoing licensing and remote management fee as all of the nanobubble systems offered by EMM will have remote monitoring and optimization capabilities to log hours of operation and allow remote “tuning” of system to optimize water clean-up. The system can be disabled remotely if payments are not made timely. The system’s location is GPS monitored to prevent theft.

Customer segments

China Solar will serve golf courses, HOA’s, and government entities and municipalities across North America, engaging local natural resource experts to identify areas of need.

Channels

China Solar will communicate with customers in various ways including but not limited to: email outreach, exhibiting at trade shows, and through the network of their equipment partner Easy Modular Manufacturing, Inc.

Cost structure

China Solar will focus on maximizing the value of their equipment. Each “Easy Nano Void” system which is deployed will generate recurring revenue. The nanobubble technology can be paired with EMM’s Terreplenish product to allow a “one stop shop” for maximizing the health of water bodies. Nanobubbles have many applications and China Solar may rent or lease an existing system to a third party to realize

 

China Solar

3

 

 

 

value in another market segment during periods of downtime or seasonality in the golf course and municipal waterway markets.

Revenue streams

China Solar will generate revenue by operating equipment on-site for customers. China Solar may additionally generate revenue from the renting or leasing of their owned systems to other operators across multiple industries such as agricultural lagoons and irrigation. On the next page you will find a pro forma financial projection for China Solar if we were to operate 1 Easy Nano void system over a 1-year period. This spreadsheet shows the initial purchase of the equipment as well as labor and any licensing fees to Easy Modular Manufacturing, inc. or Easy Energy Systems, Inc.

In our 5-year projections China Solar will realize an IRR of 350%.

 

 

(Tables on following pages)

 

China Solar

4

 

 

 

 

Extended 5 Year Pro Forma

Cover	Mar. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 08, 2024
Entity File Number	000-12561
Entity Registrant Name	CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
Entity Central Index Key	0000717588
Entity Tax Identification Number	95-3819300
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2 Valley View Drive
Entity Address, City or Town	Avon
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14414
City Area Code	315
Local Phone Number	451-7515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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