On June 13, 2007 Deli Solar (USA), Inc. (the "Company") entered into a number of agreements with Barron Partners L.P., a Delaware limited partnership, and two other investors (the "Investors"), pursuant to a private placement transaction providing for the sale to the investors for an aggregate purchase price of $2,750,000 (or $1.55 per share) of

(i) 1,774,194 shares of Series A Preferred Stock (with each share of Series A Preferred Stock being convertible into one (1) share of Common Stock, subject to adjustment)

(ii) five year warrants to purchase 1,774,194 shares of Common Stock at an exercise price $1.90 per share (the "Class A Warrants"), and

(iii) five year warrants to purchase an additional 1,774,194 shares of Common Stock at an exercise price of $2.40 per share (the "Class B Warrants," and together with the Class A Warrants, the "Warrants").

Additional shares of Series A Preferred Stock (not to exceed 900,000) are required to be delivered to the investors in the event that the Company fails to achieve certain pre tax income targets for the fiscal years ended December 31, 2007 and 2008.

In connection with the placement the Company issued Trenwith Securities, LLC warrants to purchase 106,452 shares exercisable for a period of five years at an exercise price of $1.71 per share and a transaction fee equal to $165,000. In connection with their appointment, the Company had previously issued Trenwith five year warrants to purchase 75,000 shares of Common Stock at an exercise price of $2.91 per share.

The agreements include, without limitation, a Securities Purchase Agreement, a Certificate of Designation, the Warrants, a Registration Rights Agreement and various ancillary agreements and certificates, disclosure schedules and exhibits in support thereof, each dated June 13, 2007 (except for the Certificate which was dated June 12 , 2007). The following is a summary of each of these agreements. These summaries are not complete, and are qualified in their entirety by reference to the full text of the agreements, each of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

                         Securities Purchase Agreement


The Securities Purchase Agreement provides for the purchase by the Investors of
the securities as described below.

                                                      Number of        Number of        Number of       Number of
                                                       Shares           Shares           Shares          Shares
                                                     of Series A      Underlying       Underlying      Underlying
Name and                              Amount of       Preferred        Series A           $1.90           $2.40
Address                               Investment        Stock       Preferred Stock     Warrants        Warrants
Barron Partners LP                   $  2,550,000       1,645,162         1,645,162       1,645,162       1,645,162
Eos Holdings                         $    100,000          64,516            64,516          64,516          64,516
Matthew Hayden                       $    100,000          64,516            64,516          64,516          64,516
                                     $  2,750,000       1,774,194         1,774,194       1,774,194       1,774.194

Representations; Warranties; Indemnification: The Securities Purchase Agreement contains representations and warranties of the Company and the Investors which are customary for transactions of this type. The Securities Purchase Agreement also obligates the Company to indemnify the Investors for any losses arising out of any breach of the agreement or failure by the Company to perform with respect to the representations, warranties or covenants contained in the agreement.

Covenants: The Securities Purchase Agreement contains certain covenants on the part of the Company, including the following:

· the Company may not issue any convertible debt or any shares of convertible preferred stock for three years from the closing date (or the date, if earlier, that the Investors have converted all the Series A Preferred Stock, exercised all Warrants and sold the underlying Shares in the public market).

· the Company must use the proceeds of the financing for acquisitions and working capital purposes and not to repay any outstanding debt or to redeem or repurchase any equity securities.

· the Company cannot have any debt outstanding in an amount greater than twice EBITDA from continuing operation for the prior four quarters. This restriction continues for three years from the closing (or the date, if earlier, that the Investors have converted all the Series A Preferred Stock, exercised all Warrants and sold 90% of the underlying Shares in public market).

· the Company cannot enter into any transaction that have any reset features that could result in additional shares being issued. This restriction continues for five years from the closing (or the date, if earlier, on which the Investors have converted all the Series A Preferred Stock, exercised all Warrants and sold the underlying Shares in the public market.

· the Company must within thirty (30) days after the closing date increase the size of the Board of Directors to five or seven and cause the appointment of a majority of the Board of Directors to be "independent directors," as defined by the rules of the Nasdaq Stock Market. The Company is required to pay the Investors liquidated damages equal to one percent (1%) per month of the purchase price of the then outstanding shares of Series A Preferred Stock, in cash or in Series A Preferred Stock at the option of the Investors, based on the number of days that such obligation is not met beyond certain grace periods.

· the Company must within sixty (60) days after the closing, appoint (i) an audit committee comprised solely of not less than three independent directors and a (ii) compensation committee comprised of not less than three directors, a majority of whom are independent directors. The Company is required to pay the Investors liquidated damages equal to one percent (1%) per month of the purchase price of the then outstanding Series A Preferred Stock payable in cash or in Series A Preferred Stock at the option of Investors, based on the number of days that such condition exists beyond certain grace periods.

· the Company must for a period three years after the closing, obtain approval from the Board of Directors or Compensation Committee (comprised of a majority . . .

Reference is made to Item 1.01 for information relating to the issuance of securities pursuant to the Securities Purchase Agreement. The securities issued in this transaction were issued in connection with a private placement exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act.

The Company has issued a press release regarding the Securities Purchase Agreement and the related transaction which is filed as an exhibit to this Form 8-K.

Exhibit No. Description of Exhibit

4.1 Certificate of Designation as filed with the Secretary of State of Nevada on June 12 , 2007

4.2 Form of 1.90 Warrant to Investors

4.3 Form of 2.40 Warrant to Investors.

4.4 Form of Series A Preferred Stock Certificate

10.1. Securities Purchase Agreement dated June 13, 2007 by and among the Company, Barron Partners LP and the other investors named therein.

10.2 Registration Rights Agreement dated June 13, 2007 by and among the Company, Barron Partners LP and the other investors named

10.3 Stock Escrow Agreement dated June 13, 007 by and between the Company and Tri-State Title & Escrow, LLC, as escrow agent

10.4 Closing Escrow Agreement dated June 13, 007 by and between the Company and Barron Partners, L.P., and the other investors named therein and Tri-State Title & Escrow, LLC, as escrow agent

99.1 Press Release