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