UNSS Universal Solar Technology Inc (CE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 15, 2019 Universal Solar Technology, Inc. (Exact name of registrant as specified in its charter) Nevada 000-1434389 82-4307598 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 10685 Hazel Hurst Drive, Suite 21698 Houston, Texas 77043 (Address of principal executive offices) (Zip Code) (832) 991-2275 (Registrants telephone number, including area code) 523 North Sam Houston Pkwy E, Suite 175 Houston, Texas 77060 (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 (see General Instruction A.2. below): 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)) ________________________________________ Item 8.01.Other Events. Item 1 of 1. Entry into a Material Definitive Agreement General On April 17, 2019, effective as of April 17, 2019, Universal Solar Technology Inc. (the Company) entered into a Joint Venture Agreement (the Agreement) with Entrex Capital Market, LLC, a Delaware Corporation (Entrex) (the Joint Venture), pursuant to which, simultaneously with the execution of the agreement, Entrex contributed to the Joint Venture various properties and rights (the Assets) relating to an alternative trading platform for to trade Carbon Credits and Carbon Offsets as described below. Concurrently with the execution of the Contribution Agreement, the Company and Entrex entered into a limited liability company operating agreement (the Operating Agreement) for the Joint Venture, under which the Company and Entrex each hold forty percent membership interests of the of the Joint Venture. The Joint Venture will use the Assets to operate a blockchain-enabled alternative trading platform for international and domestic investors to find, research, track, manage, trade, settle and service Carbon Credit and Carbon Offset securities (the Trading Platform). In connection with the foregoing transactions, the board of directors appointed Stephen H. Watkins, the manager of Entrex, as a director of the Company. The Company will enter into an indemnification agreement with Mr. Watkins, pursuant to which the Company will indemnify, and advance expenses to, Mr. Watkins to the fullest extent permitted by applicable law. The Contribution Agreement Pursuant to the Contribution Agreement, Entrex contributed the Assets to the Joint Venture. The Joint Venture did not assume any of the liabilities of Entrex. In consideration for the contribution, the Joint Venture: Issued to Entrex the membership interests described above; and Will pay Entrex Shareholders, via a Shareholder Revenue Certificate issued to all Shareholders as/of the agreement date, up to $31,000,000 in cash. The cash consideration is due and payable in monthly installments, with each installment equal to twenty percent of the Joint Ventures cash received as revenues during each calendar month (or the remaining balance of the cash consideration in perpetuity until paid in full. The Joint Venture granted a lien over the Assets to Entrex solely to secure the Joint Ventures obligation to make payments of the cash consideration. If the Joint Venture defaults on any such payment (subject to a grace period and certain other limitations) and for so long as the default is continuing, the entire amount of the cash consideration will become immediately due and payable, and Entrex will have the right to foreclose on its lien. In addition, Entrex will have the right to repurchase the Assets from the Joint Venture for a nominal purchase price. Each of Entrex and the Joint Venture made certain customary representations and warranties, including with respect to the ownership of the Assets. The Operating Agreement The Joint Venture was formed for the purpose of establishing and operating the Trading Platform. The Joint Venture may seek to raise additional financing through the issuance of membership interests to third party investors. The Joint Venture will make monthly distributions of proceeds from the sale of assets traded on the Trading Platform, as well as quarterly tax distributions and other distributions at the discretion of the managers. The Joint Venture is managed by a board of managers, consisting of one manager designated by Entrex, one manager designated by the Company and one manager designated by Entrex and the Company together. Each manager has one vote on all actions considered by the board, and any action must be approved by a majority vote of the managers. Notwithstanding the foregoing, certain actions require the approval of both the manager appointed by Entrex and the manager appointed by the Company (Supermajority Approval), including, among other things, changes to the governing documents of the Joint Venture, the issuance of additional membership interests and the admission of additional members, the approval of the budget described below and deviations from the budget, the incurrence of indebtedness in excess of a specified threshold, the sale of assets outside the ordinary course or the approval of a merger, and a change in senior management. Members will have no management rights and will have voting rights only as explicitly provided in the Operating Agreement or as required by law. The Joint Venture will be operated in accordance with a budget adopted by Supermajority Approval. The budget will provide for reasonable compensation to senior management and payment of amounts due under the Contribution Agreement. Members, managers and officers of the Joint Venture and certain other related persons will not have any liability to the Joint Venture, except for fraud, gross negligence, willful misconduct or a material breach or knowing violation of the Operating Agreement. The Operating Agreement provides for indemnification of such persons to fullest extent permitted by law, in the event any such person becomes subject to losses by reason of any act or omission in connection with the business of the Joint Venture, or the fact that such person was serving as a member, manager or officer of the Joint Venture or in a similar role with another entity at the request of the Joint Venture, subject to certain limitations. Membership interests may not be transferred other than to a controlled affiliate. Notwithstanding the foregoing, if any member receives an offer from a third party that such member desires to accept to transfer all or any portion of the membership interest owned by it, then Entrex (in the case the Company is the recipient of such an offer) or the Company (in the case Entrex is the recipient of such an offer) or both of them (in the case another member is the recipient of such an offer) will have a right of first refusal to purchase the membership interests on the terms of the third party offer. In addition, at any time after the Joint Venture has achieved EBITDA of $15,000,000 or more for any trailing 12 month period, the Company will have the option to purchase Entrexs membership interest for a price equal to a multiple of the trailing 12 month EBITDA. The multiple will be eighty five percent of the customary multiple in the Joint Ventures industry, as determined by Supermajority Approval, but will not be less than 11.6. In either case, the purchase price of the membership interests may be paid in cash, in publicly traded securities, or a combination thereof. Each of the Company, and Entrex agreed to certain provisions protecting the confidentiality of the Joint Ventures information, and certain restrictions on competing with the Joint Venture or each other and on soliciting the Joint Ventures employees or customers. The Joint Venture will be dissolved and liquidated upon the occurrence of certain customary events or on December 31, 2029, unless Entrex and the Company agree to the continuation of the Joint Venture. ________________________________________ 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 hereunto duly authorized. Date: April 23, 2019 UNIVERSAL SOLAR TECHNOLOGY, INC. By: /s/ Paul D. Landrew Name: Paul D. Landrew Title: Chairman of the Board of Directors and Chief Executive Officer

FOR IMMEDIATE RELEASE Entrex Capital Market executes Letter of Intent with Universal Solar Technology creating Carbon Trading Market Boca Raton, Fl. April 17, 2019: The Entrex Capital Market joint venture with Long Blockchain (OTC:LBCC) is pleased to announce the execution of a Material Definitive Agreement through an executed Letter of Intent to create a joint venture to establish a Carbon Trading market with Universal Solar Technology (OTC:UNSS). The joint venture will use Entrexs blockchain enabled technology platform to trade carbon credits, carbon offsets and other environmental securitized product. The platform would allow credits, offsets and other environment products to be found, researched, track, managed and traded via regulated entities through a compliant platform. Entrex shareholders will receive twenty percent of the joint ventures revenues up to $31,000,000 distributed on a monthly basis and will own forty percent of the equity of the entity. Universal will invest $4,000,000 in in cash for forty percent of the joint venture founding equity. Stephen H. Watkins, CEO of Entrex, is expected to join the UNSS Board of Directors. Universal also has a minimum buyout option which allows it to purchase all remaining equity holders shares based on a minimum of 11.6 times a minimum trailing twelve month EBITDA of $15,000,000 resulting in a minimum enterprise value of $174,000,000. This valuation is expected to be fifteen percentbelow market comparables providing Universal an estimated $30,000,000 in additional market valuation when and if the option is exercised. We see companies and consumers interested in carbon neutrality and believe we can use our proven, blockchain enabled, platform for producers to efficiently list carbon products while providing buyers access to industry compliant products said Stephen H. Watkins, CEO of the new joint venture. This is a tremendous transaction for UNSS and our investors said Paul D. Landrew, CEO of Universal Solar. We expect the trading market to propel UNSS into a leadership position in the sector, utilizing the proven technology created by the Entrex team but also gives the ability to buy out the equity owners providing even more anticipated value for our shareholders. Andrew Shape, CEO of Long Blockchain suggests; Our partnership with Entrex has facilitated Long Blockchains transition into the blockchain industry by leveraging Entrexs proven blockchain-enabled technology platform. Together, we will seek to scale the platform across a range of industries and types of assets. We expect this transaction to provide nearly $3 million in cash-flow from the revenue participation certificate and an additional $6.9 million for the LBCC shareholders if UNSS executes their buy-out option. About Entrex: Entrex was founded in 2001 as a capital market system for entrepreneurial companies. The new joint venture will utilize Entrexs intellectual properties and blockchain enabled technologies; built and proven over 17 years using IBMs Domino and Hyperledger technology platforms. The Entrex platform originates, structures, offers, places, trades, settles and services debt and equities of entrepreneurial companies through regulated entities that serve investors and issuers. Working together with industry sector leaders and regulated market constituents allows investors to find, research, track, manage, and trade entrepreneurial securities while providing entrepreneurial companies access to capital. www.EntrexCapitalMarket.com About Universal Solar Technology Inc.: Universal Solar Technology, Inc., incorporated on July 24, 2007, is a holding company. The Company manufactures, markets and sells silicon wafers to manufacturers of solar cells. In addition, the Company manufactures photovoltaic (PV) modules with solar cells purchased from third parties. It operates through its wholly owned subsidiary, Kuong U Science & Technology (Group) Ltd. (Kuong U) and its subsidiary, Nanyang Universal Solar Technology Co., Ltd. (NUST), a wholly foreign owned enterprise. The Company has two product lines, including silicon wafers and PV modules. Entrex Phone:(877) 4-ENTREX (561) 465-7580 150 East Palmetto Park Boca Raton, FL 33432 www.Entrex.net About Long Blockchain Corp.: Long Blockchain Corp. is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long-term value for its shareholders and the global community by investing in and developing businesses that are on-chain. Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand The Original Long Island Brand Iced Tea. For more information on the Company, please visit www.longblockchain.com. Forward Looking Statements: This press release includes statements of the Companys expectations, intentions, plans and beliefs that constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of the Companys business strategies and its expectations concerning future operations, margins, sales, new products and brands, potential joint ventures, potential acquisitions, expenses, profitability, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These also include statements relating to the anticipated benefits of the announced transaction between the Company and Entrex. These statements include any statement that does not directly relate to a historical or current fact. You can also identify these and other forward-looking statements by the use of such words as may, will, should, expects, intends, plans, anticipates, believes, thinks, estimates, seeks, predicts, could, projects, potential and other similar terms and phrases, including references to assumptions. These forward looking statements are made based on expectations and beliefs concerning future events affecting the Company and are subject to uncertainties, risks and factors relating to its operations and business environments, all of which are difficult to predict and many of which are beyond its control, that could cause its actual results to differ materially from those matters expressed or implied by these forward looking statements. These risks include the Joint Ventures ability to successfully pursue its business plan, the possibility that the Companys equity interest in the Joint Venture may be diluted as a result of capital raises by the Joint Venture, the possibility that Entrex may have the right to repurchase the previously contributed assets for nominal consideration, the Companys ability to develop and commercialize new technologies, the Companys history of losses and expectation of further losses, its ability to expand its operations into blockchain technologies, its ability to develop or acquire new brands, the success of its marketing activities, the effect of competition in its industry and economic and political conditions generally, including the current economic environment and markets. More information about these and other factors are described in the reports the Company files with the Securities and Exchange Commission, including but not limited to the discussions contained under the caption Risk Factors. When considering these forward looking statements, you should keep in mind the cautionary statements in this press release and the reports the Company files with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and the Company cannot predict those events or how they may affect it. The Company assumes no obligation to update any forward looking statements after the date of this press release as a result of new information, future events or developments, except as required by the federal securities laws. For further information: Andy Shape Long Blockchain Corp. 1-855-452-LBCC info@longblockchain.com Stephen H. Watkins Entrex Capital Market (561) 465-7580 info@EntrexCapitalMarket.com Paul D. Landrew Universal Solar Technology Inc. (832) 789-1776 Paul.Landrew@UniversalSolarTechnology.com

This regulatory filing also includes additional resources:
entrexunssventure1.pdf