Forcefield Energy (OTC:FNRG)

COCONUT CREEK, Fla., Nov. 13, 2017 /PRNewswire/ -- ForceField Energy Inc. (ticker symbol: FNRG) (the "Company" or "ForceField") announced today that it has received preliminary approval from the United States District Court for the Eastern District of New York of a settlement agreement in the stockholder derivative action entitled: In Re  ForceField Energy, Inc. Derivative Litigation, Lead Case No. 1-15-CV-2782-ARR-VVP.   According to the terms of the Settlement Agreement and the Court's Order, the Company is required to publish the following notice:

TO:     ALL OWNERS OF FORCEFIELD ENERGY, INC. ("FORCEFIELD") COMMON STOCK (TICKER SYMBOL: FNRG) AS OF SEPTEMBER 26, 2017, WHO CONTINUE TO OWN SUCH SHARES.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.  YOUR RIGHTS MAY BE AFFECTED.  THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS.  YOUR RIGHTS MAY BE AFFECTED BY LEGAL PROCEEDINGS IN THIS ACTION.

IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE ACTION, STOCKHOLDERS OF FORCEFIELD WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE SETTLED CLAIMS.

THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS RESPECTING THE MERITS OF THE ACTION.  THE RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN DOES NOT CONSTITUTE THE FINDINGS OF THE COURT.  IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES.

YOU ARE HEREBY NOTIFIED, pursuant to Federal Rule of Civil Procedure 23.1 and an Order from the Honorable Allyne R. Ross of the U.S. District Court for the Eastern District of New York (the "Court"), that a proposed settlement agreement has been reached among Plaintiffs,1 derivatively on behalf of ForceField Energy, Inc. ("ForceField" or the "Company"), the Individual Settling Defendants, and ForceField in connection with the above-captioned consolidated stockholder derivative action titled IN RE FORCEFIELD ENERGY, INC. DERIVATIVE LITIGATION, Case No. 1:15-cv-2782-ARR-VVP (the "Action").

Plaintiffs filed the Action derivatively on behalf of ForceField to remedy the alleged harm caused to the Company by the Individual Defendants' alleged breach of their fiduciary duties and other alleged misconduct.  The proposed Settlement, if approved by the Court, would fully, finally and forever resolve the Action on the terms set forth in the Stipulation and summarized in this Notice, including the dismissal of the Action with prejudice.

As explained below, a Settlement Hearing shall be held before the Court on January 30, 2017 at 11:00 a.m., before the Honorable Allyne R. Ross, at the U.S. District Court for the Eastern District of New York, Courtroom 8C S, 225 Cadman Plaza East, Brooklyn, New York 11201, to determine whether, inter alia, the proposed Settlement is fair, reasonable, and adequate, and should be finally approved by the Court and whether Plaintiffs' Counsel's Fee Award, including Service Awards to the Plaintiffs, should be finally approved.  You have the right to object to the Settlement and the Fee Award in the manner provided herein.  If you fail to object in the manner provided herein at least fourteen (14) days prior to the Settlement Hearing, you will be deemed to have waived your objections and will be forever bound by the Judgment to be entered and the releases to be given, unless otherwise ordered by the Court.

This Notice is not intended to be and should not be construed as an expression of any opinion by the Court with respect to the merits of the claims made in the Action, but is merely to advise one of the proposed Settlement and of one's rights if he, she or it owned ForceField stock as of September 26, 2017 and continues to hold ForceField stock through the date of the Settlement Hearing ("Current ForceField Stockholder").

BACKGROUND

Factual Background of the Action

ForceField is a Nevada corporation that purports to have its principal executive offices located in New York, New York and to be a designer, distributor and licensee of alternative energy products and solutions.  Plaintiffs allege in the Action that the Individual Defendants breached their fiduciary duties by: (1) engaging in a scheme to manipulate the price and trading volume of ForceField's stock by using undisclosed nominee accounts to purchase and sell the stock and by using stock promoters and broker dealers who failed to disclose to potential investors that they had been paid by the Individual Defendants to promote the purchase of the stock and whose reports were reviewed by ForceField's management before publication; (2) by failing to maintain for the Company adequate internal and financial controls; and (3) by making false and misleading statements by failing to disclose to the investing public (a) the above scheme, (b) that certain members of ForceField's management have troubling histories with fraudulent companies, and (c) that the Company lacked adequate internal and financial controls.

Procedural Background

On May 13, 2015, plaintiff Brown, derivatively on behalf of ForceField, filed a verified shareholder derivative complaint in this Court, initiating the action captioned Brown v. St-Julien et al., Case No. 1:15-cv-02782 (the "Brown Action").

On May 29, 2015, plaintiff Su, derivatively on behalf of ForceField, filed a verified shareholder derivative complaint in the U.S. District Court for the Southern District of New York, initiating the action captioned Su v. St-Julien, et al., Case No. 1:15-cv-04174 (the "Initial Su Action").

On June 26, 2015, lead plaintiff in the related securities class action filed in the U.S. District Court for the Southern District of New York captioned IN RE FORCEFIELD ENERGY INC. SECURITIES LITIGATION, Case No. 1:15-cv-3020 (the "Securities Class Action"), filed a motion requesting the United States Judicial Panel on Multidistrict Litigation (the "MDL Panel") to transfer and coordinate or consolidate for pretrial proceedings related actions, including the Initial Su Action and the Brown Action, in the Eastern District of New York (the "Transfer Motion").

On July 10, 2015, plaintiff Su, derivatively on behalf of ForceField, re-filed his verified shareholder derivative complaint in this Court, initiating the action captioned Su v. St-Julien, et al., Case No. 1:15-cv-04080 (the "Su Action").

On July 13, 2015, plaintiff Su voluntarily dismissed the Initial Su Action without prejudice.

On July 15, 2015, plaintiff Su filed a brief in response to the Transfer Motion.

On July 20, 2015, plaintiff Brown filed a brief in response to the Transfer Motion.

On July 20, 2015, Defendants filed their opposition to the Transfer Motion.

On August 19, 2015, plaintiffs Su and Brown filed an unopposed motion to consolidate the Su Action and the Brown Action into the Action and appoint The Brown Law Firm, P.C. and Harwood Feffer LLP as co-lead counsel in the Action (the "Motion to Consolidate").   

On October 13, 2015, the MDL Panel issued an order denying the Transfer Motion. 

The Court so ordered the Motion to Consolidate on January 12, 2016.

On March 16, 2016, the Settling Parties filed a stipulation to stay proceedings, staying the Action pending the resolution of motions to dismiss filed in the Securities Class Action.  The Court so ordered the stipulation to stay on April 27, 2016.

On March 29, 2017, the motion to dismiss the third amended complaint made by the Company and defendants Natan and Williams in the Securities Class Action was granted, in part, and denied in part.

Settlement Negotiations

Plaintiffs' Counsel, Defendants' Counsel, and counsel for the lead plaintiff in the Securities Class Action, formally commenced settlement negotiations in an in-person meeting at the office of Defendants' Counsel on April 25, 2017.  After engaging in further extensive negotiations that included numerous email exchanges and telephonic conferences, the Settling Parties reaching an agreement in principle to resolve the Action.  The Settling Parties agree that the resolution of the Action was a material factor in the settlement of the Securities Class Action.  Specifically, the resolution of the Action was a material factor in the Company's insurers' decision in consideration for settling the Securities Class Action to pay the sum of three hundred and fifty-six thousand dollars ($356,000.00) for the benefit of all persons who purchased or otherwise acquired the common stock of the Company during the period from August 20, 2013 through and including April 20, 2015, and were damaged thereby, excluding certain persons.  The Settling Parties vigorously negotiated, at arm's-length, the attorneys' fees and reimbursement of expenses to be paid to Plaintiffs' Counsel (the "Fee Award"), in light of the substantial benefits that will be conferred upon the Company as a result of the settlement of the Action.  The Settling Parties agreed to the Fee Award in the amount of forty-four thousand dollars ($44,000.00), subject to approval by the Court.

PLAINTIFFS' COUNSEL'S INVESTIGATION AND RESEARCH, PLAINTIFFS' CLAIMS, AND THE BENEFIT OF SETTLEMENT

Plaintiffs' Counsel conducted investigations relating to the claims and the underlying events alleged in Action, including, but not limited to: (1) reviewing and analyzing the Company's public filings with the United States Securities and Exchange Commission ("SEC"), press releases, announcements, transcripts of investor conference calls, and news articles; (2) reviewing and analyzing the allegations contained in the Securities Class Action; (3) researching and drafting shareholder derivative complaints; (4) researching and drafting briefs in response to the Transfer Motion; (5) researching the applicable law with respect to the claims in the Action and the potential defenses thereto; and (6) engaging in extensive settlement discussions with Defendants' Counsel.

Plaintiffs' Counsel believe that the claims asserted in the Action have merit and that their investigation supports the claims asserted.  Without conceding the merit of any of Defendants' defenses or the lack of merit of any of their own allegations, and in light of the benefits of the Settlement as well as to avoid the potentially protracted time, expense, and uncertainty associated with continued litigation, including potential trials and appeals, Plaintiffs have concluded that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in the Stipulation.  Plaintiffs and Plaintiffs' Counsel recognize the significant risk, expense, and length of continued proceedings necessary to prosecute the Action against the Individual Settling Defendants through trials and possible appeals.  Plaintiffs' Counsel also have taken into account the uncertain outcome and the risk of any litigation, especially complex litigation such as the Action, as well as the difficulties and delays inherent in such litigation.  Based on their evaluation, and in light of the significant benefits conferred upon the Company and its shareholders as a result of the Settlement, Plaintiffs and Plaintiffs' Counsel have determined that the Settlement is in the best interests of Plaintiffs, ForceField, and Current ForceField Stockholders, and have agreed to settle the Action upon the terms and subject to the conditions set forth herein.

DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

The Individual Settling Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Action and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, at all times.  Further, the Individual Settling Defendants have denied expressly, and continue to deny, all allegations of wrongdoing, fault, liability, or damage against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to ForceField or its shareholders, or any wrongdoing whatsoever.  Had the terms of the Stipulation not been reached, the Individual Settling Defendants would have continued to contest vigorously Plaintiffs' allegations, and the Individual Settling Defendants maintain that they had and have meritorious defenses to all claims alleged in the Action.  Without admitting the validity of any of the claims that Plaintiffs have asserted in the Action, or any liability with respect thereto, Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth herein.  Defendants are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, and expense of further litigation of the Action, and because Defendants have determined that the Settlement confers substantial benefits upon ForceField and Current ForceField Stockholders.

Neither the Stipulation, nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the Settlement: (a) is, may be construed as, or may be used as an admission of, or evidence of, the truth or validity of any of the Released Claims, of any claims or allegations made in the Action, or of any purported acts or omissions by the Defendants; (b) is, may be construed as, or may be used as an admission of, or evidence of, any fault, omission, negligence, or wrongdoing by the Defendants, or any concession of liability whatsoever; or (c) is, may be construed as, or may be used as an admission of, or evidence of, a concession by any Defendant of any infirmity in the defenses that Defendants asserted or could have asserted in this Action or otherwise.

THE SETTLEMENT HEARING

The Settlement Hearing will be held before the Honorable Allyne R. Ross on January 30, 2017 at  11:00  a.m. in Courtroom 8C S of the U.S. District Court for the Eastern District of New York, 225 Cadman Plaza East, Brooklyn, New York 11201 to determine: (i) whether the proposed Settlement, upon the terms set forth in the Stipulation, should be finally approved in all respects as fair, reasonable, and adequate; (ii) whether the Judgment approving the Settlement, substantially in the form of Exhibit C attached to the Stipulation, should be entered, dismissing the Action with prejudice and releasing and enjoining the prosecution of any and all Released Claims; and (iii) whether Plaintiffs' Counsel's Fee Award, including any Service Awards, should be finally approved.  At the Settlement Hearing, the Court may hear or consider such other matters as the Court may deem necessary and appropriate.  The Court may adjourn the date of the Settlement Hearing without further notice to Current ForceField Stockholders, and the Settlement Hearing may be continued by the Court at the Settlement Hearing, or at any adjourned session thereof, without further notice.

THE SETTLEMENT

The Settling Parties agree that the resolution of the Action was a material factor in the settlement of the Securities Class Action.  Specifically, the resolution of the Action was a material factor in the Company's insurers' decision in consideration for settling the Securities Class Action to pay the sum of $356,000 for the benefit of all persons who purchased or otherwise acquired the common stock of the Company during the period from August 20, 2013 through and including April 20, 2015, and were damaged thereby, excluding certain persons.

DISMISSAL AND RELEASES

In connection with the Court's approval of the Settlement, the Settling Parties will jointly request entry of the Judgment by the Court, dismissing with prejudice all claims that Plaintiffs have alleged in the Action and any other Released Claims.

Upon the Effective Date, ForceField, Plaintiffs, derivatively on behalf of ForceField, and each of ForceField's stockholders shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Released Claims (including Unknown Claims) against the Released Persons and any and all derivative claims arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action against the Released Persons.  ForceField, Plaintiffs, and each of ForceField's stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue any Released Person with respect to any Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting the Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in the Stipulation and/or the Judgment entered pursuant thereto.

Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged each and all of Plaintiffs, their beneficiaries, and Plaintiffs' Counsel from any and all Defendants' Released Claims.

ATTORNEYS' FEES AND EXPENSES

In recognition of the substantial benefits provided to ForceField and Current ForceField Stockholders as a result of the settlement of the Action, ForceField has agreed to cause its insurers to pay to Plaintiffs' Counsel an award of attorneys' fees and expenses in the total amount of forty-four thousand dollars ($44,000.00) (the "Fee Award"), subject to approval by the Court. The Fee Award is the product of vigorous, arm's-length negotiations between the Settling Parties. The Settling Parties agree that the Fee Award is fair and reasonable in light of the substantial benefits conferred upon ForceField and Current ForceField Stockholders by the Settlement. In light of the substantial benefits they have helped to create for all Current ForceField Stockholders, the Plaintiffs may apply for Court-approved service awards in the amount of five hundred dollars ($500.00) each (the "Service Awards"). Each Service Award, to the extent that it is applied for and approved in whole or part, shall be funded from the portion of the Fee Award distributed to that Plaintiff's counsel.

THE RIGHT TO OBJECT AND/OR BE HEARD AT THE SETTLEMENT HEARING

Any Current ForceField Stockholder may object and/or appear and show cause, if he, she, or it has any concern, why the Settlement should not be approved as fair, reasonable, and adequate, why Judgment should not be entered thereon, or why the Fee Award, including any Service Awards, should not be finally approved; provided, however, unless otherwise ordered by the Court, that no Current ForceField Stockholder shall be heard or entitled to contest the approval of the terms and conditions of the Settlement, or, if approved, the Judgment to be entered approving the Settlement, or the Fee Award, unless that Stockholder has, at least fourteen (14) days prior to the Settlement Hearing: (1) filed with the Clerk of the Court a written objection to the Settlement setting forth: (a) the nature of the objection; (b) proof of ownership of ForceField common stock on September 26, 2017 and through the date of the Settlement Hearing, including the number of shares of ForceField common stock held and the date of purchase; (c) any and all documentation or evidence in support of such objection; and (d) the identities of any cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in the last three years; and (2) if a Current ForceField Stockholder intends to appear and requests to be heard at the Settlement Hearing, such stockholder must have, in addition to the requirements of (1) above, filed with the Clerk of the Court: (a) a written notice of such stockholder's intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance; (c) the identities of any witnesses the stockholder intends to call at the Settlement Hearing and a statement as to the subjects of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing.  If a Current ForceField Stockholder files a written objection and/or written notice of intent to appear, such stockholder must also simultaneously serve copies of such notice, proof, statement, and documentation, together with copies of any other papers or briefs such stockholder files with the Court (either by hand delivery or by first class mail) upon each of the following:

Timothy W. Brown  
Martin H. Kaplan
THE BROWN LAW FIRM, P.C.  
GUSRAE KAPLAN NUSBAUM PLLC
240 Townsend Square  
120 Wall Street
Oyster Bay, NY 11771   
New York, NY 10005
Co-Lead Counsel for Plaintiffs  
Counsel for Defendants

Robert I. Harwood   

HARWOOD FEFFER LLP 

488 Madison Avenue

New York, NY 10022  

Co-Lead Counsel for Plaintiffs 

Any Current ForceField Stockholder who does not make his, her, or its objection in the manner provided herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the Settlement and the Fee Award, including any Service Awards, as set forth in the Stipulation, unless otherwise ordered by the Court, but shall be forever bound by the Judgment to be entered, the dismissal of the Action with prejudice, and any and all of the releases set forth in the Stipulation.

CONDITIONS FOR SETTLEMENT

The Settlement is conditioned upon the occurrence of certain events described in the Stipulation, which requires, among other things: (1) entry of the requested Judgment by the Court; (2) the payment of the Fee Award; and (3) the Judgment has become Final.  If, for any reason, any one of the conditions described in the Stipulation is not met and/or the entry of the Judgment does not occur, the Stipulation might be terminated and, if terminated, will become null and void; and the Settling Parties to the Stipulation will be restored to their respective positions as of the date immediately preceding the date of the Stipulation.

EXAMINATION OF PAPERS AND INQUIRIES

This Notice contains only a summary of the terms of the Settlement.  For a more detailed statement of the matters involved in the Action, reference is made to the Stipulation, which may be inspected at the Clerk of the Court's Office, U.S. District Court for the Eastern District of New York, 225 Cadman Plaza East, Brooklyn, New York 11201, during business hours of each business day or by visiting the investor relations portion of ForceField's website at www.forcefieldenergy.com.  

Any other inquiries regarding the Settlement or the Action should be addressed in writing to Co-Lead Counsel for Plaintiffs in the Action: Timothy W. Brown, The Brown Law Firm, P.C., 240 Townsend Square, Oyster Bay, NY 11771, Telephone: (516) 922-5427, Facsimile: (516) 344-6204; or Robert I. Harwood, Harwood Feffer LLP, 488 Madison Avenue, New York, NY 10022, Telephone: (212) 935-7400, Facsimile: (212) 753-3630.

PLEASE DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.

1 For purposes of this Notice, the Court incorporates by reference the definitions in the Settling Parties' Stipulation and Agreement of Settlement, fully executed as of September 26, 2017 (the "Stipulation"), and all capitalized terms used herein, unless otherwise defined herein, shall have the same meanings as set forth in the Stipulation.  A copy of the Stipulation may be inspected at the Clerk of the Court's Office for the United States District Court for the Eastern District of New York, 225 Cadman Plaza East, Brooklyn, NY 11201 or by visiting the investor relations portion of ForceField's website at

Disclosure: GeoInvesting is providing this information for your edification and in no way has any affiliation with any promoters and/or newsletters disseminating information on FNRG, nor is GeoInvesting being paid to post this information. At times, the GeoTeam may trade P&D's on a long or short basis, depending on how we feel the momentum of the stocks will be affected by the efforts of stock promoters and any ensuing dumps. 

Management Discussion and Analysis

Revenue

Revenue for both the three and six month periods ended June 30, 2014 were $1,293,150 and $2,596,310, respectively, compared to $829,321 and $3,099,803, respectively, for the three and six month periods ended June 30, 2013. All of our revenue in 2014 has come from our LED lighting segment. We have not recorded any revenue from our waste heat segment in 2014. The commercialization of our waste heat technology in our ORC segment has taken longer than anticipated. As a result we do not expect to generate any revenue for the remainder of this year and for the immediate future from our waste heat segment.   We anticipate revenues for the three month period ending September 30, 2014 to be significantly higher than the three month period ended June 30, 2014 due to an anticipated higher level of activity in September period.

Net Earnings (Loss) Attributable to Stockholders

During the successor period of April 26, 2014 through June 30, 2014, we incurred a net loss attributable to ForceField stockholders of $902,296 or $(0.06) per basic and fully diluted share. During the predecessor period of April 1, 2014 through April 25, 2014, we incurred a net loss attributable to ForceField stockholders of $172,837 or $(0.14) per basic and fully diluted share. The aggregate of these two current year periods compare to a loss attributable to ForceField stockholders of $114,605, or $(0.09) per basic and fully diluted share, realized during the three month predecessor period ended June 30, 2013.

During the successor period of April 26, 2014 through June 30, 2014, we incurred a net loss attributable to ForceField stockholders of $902,296 or $(0.06) per basic and fully diluted share. During the predecessor period of January 1, 2014 through April 25, 2014, we incurred a net loss attributable to ForceField stockholders of $276,320 or $(0.22) per basic and fully diluted share. The aggregate of these two current year periods compare to net income attributable to ForceField stockholders of $115,248, or $0.09 per basic and fully diluted share, realized during the six month predecessor period ended June 30, 2013.
 
The weighted average number of basic and fully diluted shares outstanding for the successor period of April 26, 2014 through June 30, 2014 was 16,071,282, while the weighted average number of basic and fully diluted shares outstanding for the predecessor period of April 1, 2014 through April 25, 2014 was 1,252,403. The weighted average number of shares reported for the three month predecessor period ended June 30, 2013 is 1,252,403. There are no dilutive equivalents included in our calculation of fully diluted shares since their inclusion would be anti-dilutive due to our net loss per share.
 
The weighted average number of basic and fully diluted shares outstanding for the successor period of April 26, 2014 through June 30, 2014 was 16,071,282, while the weighted average number of basic and fully diluted shares outstanding for the predecessor period of January 1, 2014 through April 25, 2014 was 1,252,403. The weighted average number of shares reported for the six month predecessor period ended June 30, 2013 is 1,252,403. There are no dilutive equivalents included in our calculation of fully diluted shares.

On February 19, 2014, we reacquired 1,462,097 shares of our common stock in the divestiture of our 60% equity investment in our former China based subsidiary, Wendeng He Xie Silicon Co., Ltd. The common stock is held by the Company in treasury.

NEW YORK, June 2, 2014 (GLOBE NEWSWIRE) -- ForceField Energy Inc. (Nasdaq:FNRG) ("ForceField" or the "Company"), a designer, seller and distributor of energy products and solutions, today announced that it has received a number of newly signed contracts aggregating approximately $2.0 million in the past five weeks for various LED and other lighting products. The newly announced contract wins include the activity of ForceField's recently acquired subsidiary American Lighting & Distribution ("American Lighting") since April 25, 2014. All of these projects are expected to be completed during the next ninety days.

The LED and other lighting orders span a variety of companies, industries and facility types for both internal and external lighting solutions. The fully committed contracts include:

United States

• numerous municipal buildings and a hospital in San Diego, California;
• a Fairmont Hotel as well as another high profile luxury hotel;
• an Olson Steel location;
• two auto dealerships;
• a Northrop Grumman location;
• a leading bakery chain location

Costa Rica

• a location for TICO Electronics, a major contract manufacturer for the high tech industry
• two university buildings,
• a location for a Fortune 1000 worldwide producer and distributor of fruit and vegetables

Richard St Julien, ForceField's Executive Chairman and President of LED Operations, said, "We have realized a significant increase in orders for our LED lighting products in recent weeks. Under the exceptional guidance of Neil Miller, the American Lighting management team has been a key driver of this positive momentum in our business. We have recently received orders from existing clients and gained new customers spread across numerous industries. We believe that this increased activity demonstrates the strength and diversity of our products and solutions both domestically and internationally, and reinforces our ongoing commitment to provide long-term value to our customers."

David Natan, ForceField's Chief Executive Officer, added, "Our acquisition of American Lighting was the first step of an aggressive acquisition strategy to opportunistically purchase LED and lighting companies that will be complementary to our vision and accretive to our earnings. We are seeing acceleration in the demand for our energy efficient lighting products and solutions. In an effort to capitalize upon and carry these opportunities, we will continue to strengthen our capabilities through increased internal resources, strategic partnerships and selective acquisitions."

Neil Miller, American Lighting's Chief Executive Officer, stated, "I am very pleased with the results of our first month of operations since we joined the ForceField family. Their view of the lighting marketplace aligns perfectly with our philosophies and mission. We look forward to experiencing significant growth as consumers become more aware of our capabilities and track record of providing the highest quality service and products that been the cornerstone of our reputation."

FORCEFIELD ENERGY INC.

Management Discussion and Analysis

Revenue
 
Sales for the three months ended March 31, 2014 totaled $183,565 compared to $231,594 for the same period ended March 31, 2013. The decrease in revenue in 2014 compared to 2013 is attributable to a decline in revenues from $208,355 to $110 in our ORC segment offset by an increase in revenues, from $23,599 to $ 183,455 in our LED segment. The commercialization of our ORC technology has taken longer than anticipated. Due to the long lead times to initiate ORC projects we do not anticipate generating significant revenues from the ORC segment in 2014. Our LED segment is beginning to gain traction. Additionally we completed the acquisition of ALD on April 25, 2014. Going forward we will begin to consolidate their revenue in the LED segment. Based on current activity at ALD we anticipate generating approximately $1.5 million in LED revenue from our LED segment during the second quarter ending June 30, 2014, although there can be no assurances.

Net loss Attributable to ForceField's Shareholders

For the three months ended March 31, 2014, we incurred a net loss from continuing operations of ($1,051,214) or $(0.06) per share, compared to a net loss of $(409,109) or $(0.03) per share for the three months ended March 31, 2013. The increase in net loss is attributable to increased administrative expenses and an increase in our interest expense related to the issuance convertible debentures.
 
The weighted average number of basic and fully diluted shares outstanding for the three months ended March 31, 2014 was 16,396,614 compared to 16,132,284 for the three months ended March 31, 2013. There are no dilutive equivalents included in our calculation of fully diluted shares for the three months ended March 31, 2014 and 2013, since their inclusion would be anti-dilutive due to our net loss per share. We reacquired 1,462,097 shares of its common stock through the disposal of Wendeng. The reacquired common stock is held as treasury stock on our balance sheet. See Note 12. Discontinued Operations.

FORCEFIELD ENERGY INC.

Management Discussion and Analysis

Revenue
 
Sales for the year ended December 31, 2013 totaled $343,636, compared to $240,238 for the year ended December 31, 2012. Sales were comprised of $236,672 in ORC revenue and $106,964 in LED revenues for the year ended December 31, 2013, respectively, compared to $240,238 in ORC revenue and $-0- in LED revenue for the year ended December 31, 2012. Our ORC revenues were generated from two ongoing projects, one of which is in the final testing stages. Due to the long lead time to implement ORC projects and due to capital constraints for the majority of 2013, we were unable to secure and commence any new ORC projects in 2013. Therefore our revenue for 2014 is expected to be minimal and below 2013 levels. We believe that there will be some opportunities to generate revenue in our ORC segment in 2015 for projects we will commence in 2014, although there can be no assurances. Since 2013 our primary focus has been on our LED operating segment.

The ramp up of LED revenues has taken longer than anticipated. We believe that our LED segment is now beginning to obtain significant traction based on our efforts in building our distribution network, and the initial orders, trials and bid proposals currently outstanding will result in significant LED revenue in 2014 and beyond, although there can be no assurances. Additionally we believe the acquisition of Catalyst completed in February 2014 and the pending acquisition of ALD if successfully consummated will also materially help to increase our LED revenues in 2014. For the first quarter ended March 31, 2014 we recorded approximately $200,000 in LED revenue.

NEW YORK, Feb. 21, 2014 (GLOBE NEWSWIRE) -- ForceField Energy Inc. ("ForceField" or the "Company") (Nasdaq:FNRG), a designer, distributor and seller of energy products and solutions, announced today that it has completed the sale of its 60% interest in Wendeng He Xie Silicon Co., Ltd. ("Wendeng") to the minority owner of Wendeng and has concluded its operations at Zibo Baokai Commerce and Trade Co., Ltd. ("Baokai"). The combination of both transactions significantly improves the Company's working capital, eliminates operating losses related to these business segments, and enables the Company to sharpen its focus on its continuing key business segments.

Upon the closing of the Wendeng transaction, ForceField paid $50,000 in cash consideration and received 1,462,097 shares of its restricted common stock, valued at approximately $8.6 million based upon the closing market price on February 19, 2014 of $5.87, for the sale of its 60% equity interest in Wendeng to the minority owner of Wendeng. This common stock will be placed in treasury and will reduce ForceField's issued and outstanding share count from approximately 17.0 million shares to nearly 15.6 million shares. With the closing of the Baokai transaction, ForceField concluded its Chinese distribution operations and transferred its 90% equity interest in Baokai to the minority owners of Baokai. ForceField is indemnified from any present or future obligations or liabilities, which were assumed in totality by the minority owners under the terms of each agreement.

Wendeng and Baokai were concentrated in the manufacture and distribution of trichlorosilane ("TCS"), a chemical compound used in the production of polysilicon graded for solar fuel cells in photovoltaic panels. The divestment and closure of these two operating segments provides ForceField with the opportunity to exit a globally depressed polysilicon market and instead concentrate on the continued distribution and sale of its LED lighting products, smart electric meters, and modular waste heat conversion units.

David Natan, ForceField's CEO, commented, "We are very pleased to complete this transaction and receive significant value in return for these TCS-based businesses located in China. The polysilicon marketplace remains depressed, and despite our best efforts to make these businesses profitable, we see no signs of recovery in the foreseeable future that justified maintaining those operations. This transaction benefits our shareholders, customers and partners, and it will enable us to enhance our focus on delivering the highest quality LED lighting, smart electric meter, and waste heat to clean electricity products and services to our growing international customer base."

Jason Williams, ForceField's CFO, commented, "Today's announcement is a clear demonstration of our steadfast commitment to improve ForceField's financial performance and working capital by eliminating our continued exposure to a volatile, commodity-based raw materials market in the solar industry. We are extremely proud that we were able to maintain the integrity of these business segments through a substantial market downturn without negatively impacting our liquidity. With the conclusion of these accretive transactions, we have now received significant value for these businesses while simultaneously reducing our common shares outstanding by nearly nine percent."

NEW YORK, NY--(Marketwire - Oct 10, 2012) - SunSi Energies Inc. ("SunSi") (OTCQB: SSIED) (OTCQB: SSIE) (previously "SSIE"), an international manufacturer, seller and distributor of energy products and solutions, today announced that it has expanded the project size of its previously announced letter of intent to install one of its proprietary, modular Organic Rankine Cycle systems ("ORC unit") at Zibo Qilin Fushan Iron & Steel Company ("Qilin"), a steel producing company located in the Shandong province of China. 

SunSi's subsidiary, TransPacific Energy, Inc., has completed its technical evaluation of the Qilin facility and determined that the Qilin plant has the capacity for four ORC units and can generate up to 1.3-Megawatts of renewable electrical energy. The ORC units use enhanced heat transfer techniques to maximize heat recovery and efficiently convert waste heat directly into renewable electrical energy. Designed to have a useful life of up to 20 years, the four ORC units are collectively expected to generate up to $1.5 million in supplemental electricity per year. SunSi expects to enter into a definitive agreement with Qilin by the end of 2012 which will determine how the annual supplemental energy profits will be allocated between SunSi and Qilin.

David Natan, SunSi's Chief Executive Officer, stated, "The expansion in size of the Qilin project is extremely encouraging. The ability to take waste heat that normally dissipates and pollutes the environment and convert it into a new source of recurring supplemental energy demonstrates the breakthrough nature of our technology. We believe there are thousands of locations worldwide that could realize considerable economic benefits while simultaneously reducing dangerous greenhouse emissions through the use of our ORC systems"

NEW YORK, NY--(Marketwire - Oct 8, 2012) - SunSi Energies Inc. ("SunSi" or the "Company") (OTCQB: SSIE), an international manufacturer, seller and distributor of energy products and solutions, today announced that its Board of Directors and the Financial Industry Regulation Authority ("FINRA") approved a one-for-two reverse stock split of its common stock in order to facilitate the Company's qualification for up-listing to The NASDAQ Capital Market ("NASDAQ"). As previously announced, SunSi has filed a listing application with NASDAQ and now believes that it satisfies each of the exchange's applicable listing requirements, with the exception of the $4.00 per share bid price requirement. The Company expects to achieve the necessary $4.00 per share price by effectuating the reverse stock split. Following the reverse split, the market price for SunSi's shares must close at or above $4.00 per share for 30 of the next 60 trading days in order to satisfy the NASDAQ requirement. The price must also be at $4.00 per share at the time of listing.

After giving effect to the reverse stock split, every two shares of the Company's issued and outstanding common stock will automatically be combined into one share of the Company's issued and outstanding common stock. The record date for the reverse split will be October 9, 2012. The letter "D" will be placed on the Company's ticker symbol for 20 business days. After 20 business days, the symbol will revert back to the original symbol. After the reverse split, the number of shares outstanding will be reduced to approximately 15.7 million shares, and number of authorized shares of common stock will be reduced to 37.5 million shares. The par value per common share ($0.001) will not change. In connection with the reverse split, shareholders will not receive fractional post-reverse stock split shares; instead, fractional shares will be rounded up. The effectuation of the reverse stock split will not adversely affect the rights and preferences of the holders of presently outstanding shares of any class or series that were issued before the combination.

Richard St-Julien, SunSi's Chairman, stated, "Subsequent to the submission of our listing application, NASDAQ has instituted significant changes to its listing requirements. Throughout this past year, we have worked diligently to meet the revised listing requirements. Furthermore, we believe that we have made considerable business progress during this period by acquiring two new, lucrative revenue streams via waste heat energy conversion technology and LED product distribution. As a result, our management team and board of directors unanimously agreed that this was the appropriate time to effectuate a reverse stock split to facilitate a listing on NASDAQ." 

Mr. St-Julien further stated, "Our up-listing to NASDAQ, the world's largest and most recognized electronic stock market, will benefit both our primary operations and shareholders through greater awareness and visibility of SunSi's products at both an institutional and retail level. More so, our anticipated listing should provide greater access to capital and increased share liquidity resulting from the greater market depth of NASDAQ."

Although the Company believes it will be listed on NASDAQ, we cannot provide assurances that NASDAQ will ultimately approve the Company's application for listing on The NASDAQ Capital Market.

NEW YORK, NY--(Marketwire - Jul 11, 2012) - SunSi Energies Inc. ("SunSi") (OTCQB: SSIE) (PINKSHEETS: SSIE), a renewable energy company and a provider of the specialty chemical trichlorosilane ("TCS") to the solar industry, today announced that it had increased its equity stake in TransPacific Energy, Inc. ("TPE") to approximately 45%. On April 19, 2012 SunSi entered into an agreement to acquire a 51% controlling interest in TPE. The Company expects to acquire the additional equity necessary to reach the 51% threshold by the end of July 2012.

TPE's proprietary heat recovery and energy conversion process uses multi-fluids to maximize heat recovery and efficiently convert waste heat directly into energy. TPE's systems efficiently convert waste heat directly from industrial processes, solar, geothermal, biomass and landfill into renewable electrical energy. TPE also offers thermal storage and power generation using warm ocean waters and desalination. TPE delivers innovative solutions for a cleaner greener world and helps reduce global warming.

SunSi plans to capitalize on the lucrative renewal energy market, which has a current estimated size of approximately $250 billion, through a series of synergistic acquisitions and by significantly growing the acquired companies. Leveraging its innovative proprietary technology, SunSi's acquisition of TPE is the first step in the Company's objective of gaining meaningful market share in this market.

It should be noted that the International Energy Agency (IEA) has just released 2 landmark studies and reports on renewable energy and the growth of solar. In the 182 page report on renewable energy, the IEA predicted a "40 percent world-wide increase of renewable energy usage by 2017." The agency estimates that the use of wind, solar, hydro and biopower will jump exponentially over the next five years as the world embraces renewable energy, reducing our dependence on fossil fuel. 

Richard St-Julien, Sunsi's Chairman, stated, "We are thrilled to be associated with a quality company such as TPE. We believe their technology has numerous worldwide applications and will become an important driver of our future growth that will benefit our shareholders." 

NEW YORK, June 25, 2012 (GLOBE NEWSWIRE) -- SunSi Energies Inc. ("SunSi") (OTCQB:SSIE) today announced that its affiliate TransPacific Energy Inc. (TPE), a US based renewable energy company that designs and sells energy systems which maximize waste heat recovery, converting heat into electrical energy, today announced its selection as a member of a three-company consortium that will design, develop, install, and optimize a 1MW Thermal Solar driven Organic Rankine Cycle (ORC) energy project in Morocco. This landmark project will feature TPE's unique technology. TPE's proprietary heat recovery and energy conversion process uses multi-fluids to maximize heat recovery and efficiently convert waste heat directly into energy. TPE's systems efficiently convert waste heat directly from industrial processes, solar, geothermal, biomass and landfill into renewable electrical energy. TPE also offers thermal storage and power generation using warm ocean waters and desalination. TPE delivers innovative solutions for a cleaner, greener world and helps reduce global warming.

The selection of TPE as a partner in this initiative was originally announced on June 17^th by the Research Institute for Solar Energy and New Energies (IRESEN), the Moroccan government agency overseeing the project. Other members of the partnership include SNC-Lavalin, one of the largest engineering and construction firms in the world, and MITHRAS Energies Maroc.

SunSi's CEO David Natan commented, "We are very pleased that TPE was selected to work on this project. We believe that TPE's technology has multiple applications in a wide variety of industries, both domestically and internationally. With TPE's products starting to receive market traction and notoriety, we believe that their revenues and profitability will begin to increase very substantially."

On April 19, 2012, SunSi entered into an agreement to acquire a 51% controlling interest in TPE. To date, SunSi has acquired approximately 30% of the equity of TPE.  The Company expects to acquire an additional 21% equity interest in TPE in July 2012.  

NEW YORK, June 15, 2012 (GLOBE NEWSWIRE) -- SunSi Energies Inc. ("SunSi") (OTCQB:SSIE), today announced that Wendeng He Xie Silicon Co. Ltd ("Wendeng"), a SunSi subsidiary, has entered into a non-exclusive distribution agreement with TransPacific Energy Inc. ("TPE"), a renewable energy company slated to become an affiliate of SunSi. The agreement calls for Wendeng to handle distribution in China of TPE's innovative Organic Rankine Cycle (ORC) systems, which maximize heat recovery and convert waste heat directly into electrical energy at lower kilowatt cost. Wendeng's targets include both its existing billion dollar clients as well as key players in a wide variety of industries that would significantly benefit from the production of electricity through their existing waste heat. This is first step in TPE's strategic plan to rapidly generate substantial revenue both domestically an internationally by aggressively securing key distribution channels.

TransPacific Energy's patent-pending heat recovery and energy conversion process produces electricity from a variety of heat sources. These sources include solar, biomass, hot flue gases from process industry, landfill, geothermal, gray water/hot fluids and warm ocean waters, which represent multi-billion dollar opportunities.

SunSi's Chairman Richard St Julien commented on the new agreement. "TPE has the perfect product for the industrial market in China. The combined efforts should accelerate deployment in China as the need for electricity derived from clean, renewable sources that are generated from products like the ORC, is substantial. With billions of dollars earmarked for renewable energy projects by the Chinese government over the next ten years, we believe China is an excellent market for TPE's technology and could generate substantial revenue. The inherent advantages of TPE's ORC solutions are a great selling feature, and the size of the market for the reduction of emissions alone is enormous. In China, most industrial companies must now comply with stringent, government environmental guidelines. TPE's systems can help accomplish those requirements."

ITEM 1.01

ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT

On May 10, 2012 and May 17, 2012, the registrant SunSi Energies, Inc. (“SunSi”) entered into two share exchange agreements with shareholders of TransPacific Energy, Inc. (“TPE”), respectively, to purchase an aggregate controlling equity interest in TPE.

The first share exchange agreement, attached hereto as Exhibit 10.1, is between SunSi, TPE and its shareholders ABH Holdings, LLC, Acme Energy, Inc., and Apela Holdings LLC, pursuant to which SunSi shall purchase from such shareholders 11,667,101 shares of the total 31,543,336 outstanding shares of TPE.  The transaction may have multiple closings. The TPE shares being sold are valued at $0.06 per share and the SunSi consideration for such TPE shares shall be shares of SunSi common stock valued at the price equal to the 30 day weighted-average closing trading price of SunSi’s common stock as quoted on the OTCQB or NASDAQ immediately prior to the respective closing date. The first closing may occur at such time SunSi purchases from TPE an additional $150,000 in the common stock of TPE, payable in cash, which must occur prior to June 15, 2012, and thereafter, there may occur a subsequent closing at each time SunSi purchases an additional $100,000 of TPE common stock, until a final closing at such time as SunSi has purchased a total of $500,000 of TPE common stock, which must occur prior to September 30, 2012.  All purchases of TPE common stock thereunder are priced at $0.06 per share.

The second share exchange agreement, attached hereto as Exhibit 10.2, is between SunSi and Soffimat Holdings SA, a shareholder of TPE, pursuant to which SunSi shall purchase from such shareholder 4,420,000 shares of TPE common stock. This transaction shall close before June 15, 2012.

NEW YORK, Jan. 18, 2012 (GLOBE NEWSWIRE) -- SunSi Energies Inc. ("SunSi") (OTCQB:SSIE), a provider of the specialty chemical trichlorosilane ("TCS") to the solar industry, today announced its operating results for its second fiscal quarter and six months ended November 30, 2011. Revenue totaled approximately $3.6 million and $13.8 million for the three and six month periods ended November 30, 2011. SunSi did not record any revenue for the comparable periods in the prior fiscal year.

The loss from operations before income taxes and non-controlling interests was $839,886 for the second quarter ended November 30, 2011, compared to a loss of $231,713 for the second quarter ended November 30, 2010. The loss from operations before income taxes and non-controlling interests was $495,648 for the six month period ended November 30, 2011, compared to a loss of $390,109 for the corresponding six month period ended November 30, 2010.

TCS Market

During the fiscal quarter ended November 30, 2011, the polysilicon industry responsible for supplying the solar industry experienced a large downturn in global production due to an oversupply of polysilicon and subsequent price decline in solar modules. TCS, the specialty chemical produced by SunSi, is an essential raw material necessary to manufacture polysilicon. It represents on average approximately 20% of the cost of a kilogram of polysilicon. TCS prices and order volume remained relatively strong against declining polysilicon prices from January 2011 through August 2011. However, in the Company's second fiscal quarter ended November 30, 2011, a subsequent oversupply of polysilicon caused a continued decline in the price of polysilicon, forcing many polysilicon plants to temporarily shut down, which in turn, significantly effected TCS pricing and order volume.

As a result of these unexpected price declines and the reduced number of orders for TCS, a portion of which was cyclical, the Company experienced a significant sequential reduction in revenues compared to the previous six months. Management notes that since the start of the 2012 calendar year, the polysilicon market has shown some preliminary signs of stabilization.

Change of Fiscal Year-End, Guidance

Effective December 2011, SunSi formally changed its fiscal year-end from May 31 to December 31. The Company will file a transitional Form 10-K for the period ended December 31, 2011 and will begin to report earnings on a calendar quarter basis commencing with the quarter ending March 31, 2012.

As a result of the market conditions and change in its fiscal year described above, the Company has withdrawn its guidance previously issued on September 20, 2011 for the fiscal year ending May 31, 2012. As visibility further improves, SunSi plans to issue new guidance in April 2012, for calendar year 2012 which corresponds to its new year-end of December 31.

First Quarter 2012 Results

• Revenue totaled approximately $10.3 million for the first quarter ended August 31, 2011. SunSi did not record any revenue for the first quarter ended August 31, 2010.
• Income from operations before income taxes and non-controlling interest was $344,238 for the first quarter ended August 31, 2011, compared to a loss of ($158,396) for the same period ended August 31, 2010.

David Natan, SunSi Energies' Chief Executive Officer, said, "Despite a difficult period in the solar industry and a significant reduction in polysilicon pricing worldwide, we continue to execute our business plan and position ourselves for future growth. We believe our low cost structure in China, lean corporate overhead in the U.S., the diversification of our business outside of China and our future expansion plans, will give us a competitive advantage in the segment of the solar industry in which we operate."

Richard St-Julien, SunSi Energies' Chairman of the Board, stated, "We are starting to gain traction in the TCS industry as more and more polysilicon makers become aware of our capability to deliver a high quality product anywhere in the world at a competitive price. We remain solidly focused on growing SunSi's business and delivering shareholder value."

NEW YORK, Sept. 28, 2011 (GLOBE NEWSWIRE) -- SunSi Energies Inc. ("SunSi") (OTCQB:SSIE), a provider of the specialty chemical trichlorosilane ("TCS") to the solar industry, announced today that it has filed an application to list its common stock on the NASDAQ Capital Market. The NASDAQ listing application is subject to review and approval by NASDAQ's Listing Qualifications Department for compliance with all NASDAQ Capital Market Standards.

David Natan, SunSi's Chief Executive Officer, commented: "SunSi is ready to list on a larger, high profile exchange and believes that the NASDAQ is the right marketplace for our shares to trade. Listing on the NASDAQ should enable us to broaden our investor reach, increase visibility to the investment community, and add liquidity to our shares. We continue to expand our TCS operations in China and last week announced revenue guidance for fiscal 2012 in the range of $49 to $52 million, which is a substantial increase over the $15.1 million in revenue reported in fiscal 2011."

On November 30, 2010 the Company entered into definitive agreements to purchase a 60% interest in Wendeng He Xie Silicon Co. Ltd., a company with a trichlorisilane manufacturing factory located in Wendeng, China from Liu Dongqiang, a Chinese individual, and to have Wendeng re-formed as a joint venture under Chinese law. Wendeng produces annually 20,000 metric tons of Trichlorosilane. The Company expects to close the Wendeng acquisition in the first quarter of 2011.

On August 3rd 2010, SunSi HK signed a letter of intent with Wendeng He Xie Silicon Co. Ltd. (“Wendeng”) for the acquisition of 60% of its existing 20,000 MT TCS facility, plus an increase of Wendeng’s capacity by an additional 40,000 MT. The Company estimates that it will have to raise $6.5 million to consummate the acquisition, and an additional $8.8 million to increase the capacity.

Some Additional History:

Recently, we determined that despite our best efforts over the past year, we could not acquire as planned the Zibo Commerce and Trade Co (“ZBC”)TCS production factory on terms that would be beneficial to SunSi’s shareholders; therefore we changed directions, ended our efforts to acquire ZBC and instead obtained distribution rights to all of ZBC’s TCS production in the following manner:

On December 12, 2009, SunSi Hong Kong(“SunSi HK”) secured the exclusive distribution rights for ZBC’s TCS production for the international market. We believe exportation of TCS out of China is minimal, as most of the Chinese production is used to supply the country’s demand. The lower cost of production in China is advantageous when competing over the globe; one that SunSi intends to capitalize on.

On April 29th 2010, SunSi HK signed a definitive agreement to acquire 90% of Zibo Baokai Commerce and Trade Co. (“Zibo Baokai”), a company with the right to distribute ZBC’s TCS production in the China market. At the date of this report, we are waiting for the issuance of a business license in order to consummate this acquisition.  All other terms necessary to complete the acquisition were completed on July 31, 2010, when the Articles of Association and Joint Venture Agreement were signed. When completed this acquisition will enable SunSi to generate revenue and to create a presence within the Chinese and other international TCS markets.

GeoTeam® Note: The company has yet to record any revenues.

Update:

On March 9, 2011 we completed the previously announced purchase of a 60% interest in Wendeng He Xie Silicon Co. Ltd., a company with a trichlorosilane manufacturing factory located in Wendeng, China from Liu Dongqiang, a Chinese individual.  As part of the closing, Wendeng was re-formed as a joint venture business under Chinese law and issued a new business license.

The Acquisition was effected pursuant to an equity transfer agreement dated November 22, 2010, as amended on December 15, 2010 by a letter agreement.

Pursuant to the terms of the Acquisition, the Company shall:

(i) pay Mr. Liu USD $445,075 within three months of the issuance of the business license;

(ii) issue 1,349,628 shares of or common stock to Mr. Liu or his assigns, such shares carry a right of redemption by Mr. Liu whereby the Company (or an affiliate of the Company) shall buy such shares back from Mr. Liu within six months at a price of USD equivalent to RMB 18,000,000 on the transfer date (currently equal to approximately USD $2,700,000); and

(iii) cause an affiliate of the Company to transfer 1,574,566 shares of its Company common stock to Mr. Liu, or his assigns, such shares shall be restricted from resale for 2.5 years.

Wendeng currently produces annually 22,000 metric tons of Trichlorosilane. As a result of closing the Acquisition, SunSi will begin to immediately consolidate all of Wendeng’s revenues, and 60% of its profits.

NEW YORK, Feb. 24, 2011 (GLOBE NEWSWIRE) -- SunSi Energies, Inc. today announced that it is nearing completion of the acquisition of a 60% ownership interest in the Wendeng He Xie Silicon Co. Ltd. ("Wendeng") trichlorosilane (TCS) facility located in Weihai, China. Previously, the Company had announced on November 30, 2010 that it had signed a definitive agreement to purchase Wendeng. The Company has completed its due diligence on Wendeng and expects to receive the final business license necessary to close the transaction within the next few weeks. 

David Natan, SunSi's Chief Executive Officer, stated, "We are very encouraged with the progress that we've made to date on the Wendeng acquisition. Our due diligence process has substantiated our expectations about Wendeng, its excellent management team and its high quality TCS currently being sold to billion dollar entities at very favorable operating margins."

Additionally, the Company announced today that the sole shareholder of the Wendeng facility has agreed to accept in excess of 50% of the purchase price of Wendeng in SunSi common shares. This shareholder has agreed to defer a significant portion of the remaining cash purchase price for six months.  Under the terms of this agreement, SunSi will pay approximately $450,000 to consummate the Wendeng acquisition.