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NANOFLEX POWER CORP FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Other Events, Financial Statements and Exhibits

January 23, 2014

Item 1.01 Entry Into A Material Definitive Agreement Share Exchange Agreement On September 24, 2013 , the Company, Global Photonic Energy Corporation , a Pennsylvania corporation ("GPEC") and GPEC Holdings, Inc. , which owns 100% of the total outstanding equity interests of GPEC (the "GPEC Stockholder") entered into and consummated transactions pursuant to a Share Exchange Agreement (the "Share Exchange Agreement," such transaction referred to as the "Share Exchange Transaction"), whereby the Company issued to the GPEC Stockholder an aggregate of 15,500,640 shares of its common stock, par value $.0001 ("Common Stock"), in exchange for 100% of the equity interests of GPEC held by the GPEC Stockholder. In addition, the Company agreed under the Share Exchange Agreement to issue the following securities as a result of the Share Exchange Transaction: (i) a total of 5,780,500 shares of Common Stock and warrants to purchase a total of 5,780,500 shares of Common Stock to holders of the Series A Convertible Preferred Stock of GPEC (the "GPEC Series A Preferred") as a result of the automatic conversion of the GPEC Series A Preferred; 2 -------------------------------------------------------------------------------- (ii) a total of 11,433,200 shares of Common Stock and warrants to purchase a total of 11,433,200 shares of Common Stock to holders of the Convertible Promissory Notes of GPEC (the "GPEC Bridge Notes") issued in July 2013 by GPEC in a bridge financing (the "Bridge Financing") as a result of the automatic conversion of the GPEC Bridge Notes; (iii) warrants to purchase 1,875,783 shares of Common Stock to holders of all of the issued and outstanding warrants of GPEC ("GPEC Warrants") in consideration of the cancellation of such GPEC Warrants pursuant to the terms and conditions thereof; and (iv) options to purchase 105,000 shares of Common Stock to holders of all of the issued and outstanding options of GPEC ("GPEC Options") in consideration of the cancellation of such GPEC Options pursuant to the terms and conditions thereof. As a result of the Share Exchange Transaction, GPEC became a wholly-owned subsidiary of the Company. The Share Exchange Agreement contains representations and warranties by us, GPEC and the GPEC Stockholder which are customary for transactions of this type such as, with respect to the Company: organization, good standing and qualification to do business; capitalization; subsidiaries; authorization and validity of the transaction and transaction documents; consents being obtained or not required to consummate the transaction; no conflict or violation of Articles of Incorporations and By-laws, with respect to GPEC: authorization; capitalization; and title to GPEC's common stock being exchanged and other equity interests being cancelled, and with respect to GPEC Stockholder: authorization; no conflict or violation of law; investment purpose; accredited investor status; reliance on exemption on the Company's Common Stock to be exchanged; and transfer or resale pursuant to the Securities Act. Our acquisition of GPEC pursuant to the Share Exchange Agreement was accounted . . . Item 2.01 Completion of Acquisition or Disposition of Assets OUR CORPORATE STRUCTURE UTCH is a Florida corporation incorporated on January 28, 2013 . Following the acquisition of GPEC, GPEC became our direct wholly-owned subsidiary effective on September 24, 2013 . The following diagram sets forth the structure of the Company as of the date of this Report: [[Image Removed]] 3 -------------------------------------------------------------------------------- Organizational History of GPEC GPEC was incorporated on February 7, 1994 in the State of Pennsylvania to fund, develop and commercialize photonic energy conversion and storage technologies utilizing organic semiconductors for the production of electricity (i.e., converting incident light energy into electric current) based on the research of Dr. Mark E. Thompson , then a professor at Princeton University . On September 10, 2013 , GPEC incorporated in Pennsylvania a wholly-owned subsidiary, GPEC Holdings, Inc. , which later formed GPEC Sub, Inc. ("GPEC Sub"). In September 2013 , GPEC consummated a short-form merger, in which GPEC Sub was merged into GPEC, GPEC Sub ceased to exist and GPEC became a wholly-owned subsidiary of GPEC Holdings, Inc. The purpose of this restructuring was to prepare GPEC to be acquired by the Company. On September 24, 2013 , as a result of the Share Exchange Transaction discussed in Item 1.01, GPEC became a wholly-owned subsidiary of the Company. OUR BUSINESS General GPEC was founded and incorporated in February 1994 and is engaged in the development, commercialization, and licensing of advanced thin film solar technologies and intellectual property. Since then, GPEC's sponsored research programs at Princeton University , University of Southern California ("USC") and the University of Michigan ("Michigan") have resulted in more than 600 issued or pending patents worldwide covering materials, architectures, and fabrication processes for organic and inorganic flexible, thin-film photovoltaic technologies. The technology is targeted at, but not limited to, certain broad applications, including (a) mobile electronic device power, (b) electric vehicle charging or "power paint," (c) semi-transparent solar power generating windows or glazing and (d) traditional off-grid and grid-connected solar power generation. Laboratory feasibility prototypes have been developed that successfully demonstrate key building block principles for these technology application areas. Research and License Agreements On October 22, 1993 , American Biomimetics Corporation ("ABC") entered into a Sponsored Research Agreement and License Agreement with Princeton University for work being done in the laboratory of Dr. Mark E. Thompson . In August 1995 , this original sponsored research agreement with Princeton University was assigned to USC when Dr. Thompson accepted a position at USC . In August of 1996, ABC assigned to GPEC its rights to various research inventions under the foregoing agreements. On May 1, 1998 , GPEC, Princeton University and USC entered into a . . . Item 3.02 Unregistered Sales of Equity Securities . Share Exchange Transaction Pursuant to the Share Exchange Agreement, on September 24, 2013 , we issued 15,500,640 shares of our Common Stock to the GPEC Stockholder, in exchange for 100% of the outstanding shares of GPEC. Also pursuant to the Share Exchange Agreement, we issued the following securities in the Share Exchange Transaction: (i) a total of 5,780,500 shares of Common Stock and warrants to purchase a total of 5,780,500 shares of Common Stock to holders of GPEC Series A Preferred as a result of the automatic conversion of the GPEC Series A Preferred; (ii) a total of 11,433,200 shares of Common Stock and warrants to purchase a total of 11,433,200 shares of Common Stock to holders of the GPEC Bridge Notes as a result of the automatic conversion of the GPEC Bridge Notes; (iii) warrants to purchase 1,875,783shares of Common Stock to holders of all of the issued and outstanding GPEC Warrants as in consideration for the cancellation of the GPEC Warrants pursuant to the terms and conditions thereof; and (iv) options to purchase 105,000 shares of Common Stock to holders of all of the issued and outstanding GPEC Options in consideration for the cancellation of the GPEC Options pursuant to the terms and conditions thereof. 26 -------------------------------------------------------------------------------- The above referenced securities were not registered under the Securities Act of 1933. We relied on exemptions under Section 4(2) of the Securities Act of 1933 to issue the Company's securities in the Share Exchange Transaction. September 22, 2013 Private Placement of Company Common Stock On September 22, 2013 the Company accepted subscriptions in aggregate gross proceeds of $5,049 to purchase an aggregate of 5,049,113 shares of Common Stock (or 6,058,936 shares after given effect to the Forward Split) to, seven persons, including three of the Company's four directors (including the Company's Chief Executive Officer and Chief Operating Officer) as well as the Chief Financial Officer and Chief Financial Officer and Senior Vice President of Corporate Development. The shares were issued pursuant to separate Subscription Agreements between the Company and each purchaser. The above referenced Common Stock was not registered under the Securities Act. We relied on exemptions under Section 4(2) of the Securities Act to issue the Common Stock. July 2013 Private Placement of GPEC Bridge Notes In July 2013 GPEC accepted subscriptions from, and issued to certain accredited investors convertible promissory notes in the aggregate principal amount of $11,357,000 . The convertible notes were issued pursuant to separate Subscription Agreements with the purchasers. GPEC received an aggregate of $11,357,000 in gross proceeds for the issuance of the convertible notes. The above referenced convertible notes were not registered under the Securities Act. GPEC relied on exemptions under Section 4(2) of the Securities Act to issue the convertible notes In connection with the Share Exchange Transaction, on September 24, 2013 the convertible notes together with the accrued interest were automatically . . . Item 5.01 Changes in Control of Registrant. On September 24, 2013 , Christopher Conley ("Conley"), a majority shareholder of the Company, entered into a Stock Purchase Agreement (the "Purchase Agreement," such transaction, the "Purchase Transaction") with GPEC, pursuant to which Conley sold to GPEC 9,000,000 shares of Common Stock of the Company (the "Control Shares") for $249,000 . GPEC used the proceeds of the Bridge Financing for the acquisition of the Control Shares. Immediately after the Purchase Transaction on September 24, 2013 , the acquired Control Shares were cancelled. Simultaneously with the consummation of the Purchase Transaction, the Company consummated the Share Exchange Transaction with GPEC and the GPEC Stockholder, whereby the GPEC Stockholder received an aggregate of 15,500,640 shares of the Company's Common Stock in exchange for the assignment to the Company of 100% of the equity interests of GPEC. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective immediately prior to the closing of the Share Exchange Agreement on September 24, 2013 , Chris Conley , our former Chief Executive Officer, President and Director, resigned from each of her positions as a director and officers of the Company. Also effective immediately prior to the closing of the Share Exchange Transaction on September 24, 2013 , (i) John D. Kuhns was appointed as the Executive Chairman of the Board of Directors of the Company, (ii) Dean L. Ledger was appointed as a Director, Chief Executive Officer of the Company, (iii) Robert J. Fasnacht was appointed as a Director, President, Chief Operating Officer of the Company, (iv) David Wm. Boone was appointed as a Director of the Company, (v) Amy B. Kornafel was appointed as Chief Financial Officer and Secretary of the Company, and (vi) Joey S. Stone was appointed as Senior Vice President of Corporate Department of the Company . 27 -------------------------------------------------------------------------------- Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year. On September 24, 2013 , the Company adopted the fiscal year end of GPEC, as the accounting acquirer, of December 31 as a result of the Share Exchange Transaction consummated on September 24, 2013 . The Share Exchange Transaction is accounted for as a reverse merger and recapitalization with the acquired company, GPEC, becoming the acquirer in this transaction. Item 5.06 Change in Shell Company Status. As a result of the Share Exchange Transaction as described in Items 1.01 and 2.01, which description is incorporated by reference in this Item 5.06 of this Current Report, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act. Item 8.01 Other Events. On September 24, 2013 the directors of the Company unanimously approved the 2013 Universal Technology Systems Corp. Equity Incentive Plan (the "Plan") under which the Company has reserved a number of shares of its Common Stock equal to 10% of the Company's fully diluted Common Stock for awards under the Plan of any stock option, stock appreciation right, restricted stock, performance share, or other stock-based award or performance-based cash awards under the Plan. Item 9.01 Financial Statement and Exhibits. (a) Financial Statements of Business Acquired. The audited financial statements of GPEC as of December 31, 2012 and for the years ended December 31, 2011 and December 31, 2012 and the unaudited financial statements of GPEC as of June 30, 2013 and June 30, 2012 and for the six months then ended are appended to this report beginning on page F-1. (b) Pro Forma Financials. The unaudited pro forma balance sheet and statement of operations of the Company and GPEC and notes thereto are appended to this report beginning on page F-30. (d) The following exhibits are filed with this report: Exhibit Number Description 2.1 Share Exchange Agreement dated as of September 24, 2013 by and among the Company, GPEC and the GPEC Stockholder.** 4.1 Form of Warrant to Purchase Common Stock of the Company issued pursuant to the Conversion of Series A Preferred Stock.* 4.2 Form of Warrant to Purchase Common Stock of the Company issued pursuant to the Conversion of the Bridge Note.* 4.3 Form of Warrant to Purchase Common Stock of the Company issued pursuant to the Exchange of Warrant held by holders of Global Photonic Energy Corporation . 4.4 Form of Option to Purchase Common Stock of the Company issued pursuant to the Share Exchange Transaction.* 10.1 Form of Subscription Agreement between the Company and certain purchasers and schedule of purchasers setting forth the number of shares of the Company's common stock purchased by each purchaser on September 24, 2013 .* 10.2 2013 Universal Technology Systems Corp. Equity Incentive Plan.* 10.3 Form of Employment Agreement between the Company and John D. Kuhns , as amended, dated October 1, 2013 .** 10.4 Form of Employment Agreement between the Company and Dean L. Ledger , as amended, dated October 1, 2013 .** 10.5 Form of Employment Agreement between the Company and Robert J. Fasnacht , as amended, dated October 1, 2013 .** 10.6 Form of Research Agreement, dated May 1, 1998 , between GPEC and University of Southern California .** 10.7# Form of The University of Southern California Research Agreement , dated January 1, 2006 .** 10.8 Form of a Letter Agreement, dated April 16, 2009 , between GPEC and USC .** 10.9 Form of The University of Southern California , Princeton University , Global Photonic Energy Corporation Amended License Agreement, dated May 1, 1998 .** 10.10 Form of Amendment No. 1 to the Amended License Agreement by and among Princeton University , The University of Southern California , the Regents of the University of Michigan and GPEC, dated May 15, 2006 .** # Portions of such exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission . * Filed with the SEC on the Company's Current Report on Form 8-K, dated September 30, 2013 . ** Filed with the SEC on the Company's Current Report on Form 8-K/A No.1, dated November 25, 2013 . 28 --------------------------------------------------------------------------------


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