SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~March~~ June 3128, 2012

SAVWATT USA, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-52402		27-2478133
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1100 Wicomico Street, Suite 700, Baltimore, Maryland		21224
475 Park Ave South, 30th Floor New York, NY		10016
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (~~443~~646) ~~449~~545-~~2877~~6871

1100 Wicomico Street, Suite 700, Baltimore, MD 21224

(Former name or former address, if changed since last report.)

Copies to:

Andrea Cataneo, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 11, 2012, SavWatt USA, Inc. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with C&S Solar Holdings, LLC (the “Consultant”). Pursuant to the Consulting Agreement, for a term of three years, the Consultant was engaged by the Company to develop, manage and supervise the Company’s new renewable energy department, renewable energy projects, and provide related services. The Company agreed to pay Consultant (i) base compensation of $900,000, payable in the amount of $25,000 per month over 36 months, (ii) a commission fee equal to 2% of the gross contract price for each contract executed during the term of the Consulting Agreement in the renewable energy department, (iii) a sales commission equal to 3% of the contract price on all sales originated and consummated by Consultant or its representatives, and (iv) a sales commission equal to 1% of the contract price on all sales originated to the renewable energy department by any person or entity other than Consultant or its representatives. The Company further agreed to issue to Consultant 1% of the Company’s authorized shares of common stock annually for every $10,000,000 in sales contracted in the renewable energy department, up to an aggregate of 10% of the Company’s authorized shares of common stock, and an additional 400,000,000 shares of common stock upon the assignment of the Blue Energy & Solar NJ and Waldwick Solar, LLC contract, for the purchase and installation of a solar photovoltaic energy system at certain real property and premises in Waldwick, Bergen County, New Jersey. The Company also granted to Consultant the right to appoint one member of the Company’s board of directors, and Consultant appointed its chief executive officer, Chris Paphites, to the Company’s board of directors (see Item 5.02). The Company shall pay Mr. Paphites $1,000 per month for serving on the Company’s board of directors. The Company may terminate the Consulting Agreement in the event Consultant fails to book a minimum of $5,000,000 in renewable energy project revenue prior to December 31, 2012.

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~June 3128, 2012, ~~Adam~~SavWatt ~~Kolodny~~USA, ~~resigned~~Inc. as(the ~~chief~~“Company”) ~~financial~~received ~~officer~~an ~~and~~e-mail ~~chief~~from ~~operating~~Christakis ~~officer~~Paphites of (the ~~Company,~~“Resignation ~~and~~Notice”) ~~Isaac~~pursuant H.to ~~Sutton~~which ~~was~~Mr. ~~elected~~Paphites ~~interim~~resigned ~~chief~~as ~~financial~~a ~~officer~~director of the Company.

Mr. ~~Sutton,~~ ~~58,~~Paphites’s ~~has~~Resignation ~~served~~Notice asis ~~chief~~being ~~executive~~filed ~~officer~~with ~~and~~this ~~director~~Current ofReport ~~the~~as ~~Company~~Exhibit ~~since April 2010~~99. Mr1. ~~Sutton~~The Company has ~~been~~provided aMr. ~~successful~~Paphites ~~entrepreneur~~a ~~ever~~copy ~~since~~of ~~his~~this ~~involvement~~disclosure ~~with~~it ~~the~~is ~~Sutton~~making ~~family~~in ~~business~~response ~~during~~to ~~his~~this ~~college~~Item ~~years~~5. ~~Since~~02 ~~the~~no ~~late~~later ~~1970's, Mr.~~than ~~Sutton~~the ~~has~~date ~~been~~of afiling ~~founding~~of ~~member~~this ~~and~~Current ~~served~~Report inwith ~~executive~~the ~~roles~~Securities ofand ~~many~~Exchange ~~ventures~~Commission ~~including:~~(“SEC”). The ~~Aprica~~Company ~~Juvenile~~will ~~Products,~~provide ~~Inc~~Mr. ~~(1980~~Paphites -with ~~1982),~~the ~~Fusen~~opportunity ~~Usagi,~~to ~~Inc. (1982~~furnish ~~-1989),~~the ~~IHS~~Company ~~Inc. (1990~~as -promptly ~~1997),~~as ~~and~~possible ~~CEO~~with ofa ~~Starinvest~~letter ~~Group (1997~~addressed -to ~~2006).~~the ACompany ~~world~~stating ~~traveler~~whether ~~for~~he ~~over~~agrees 30with ~~years,~~the ~~Mr. Sutton~~statement ~~has~~made ~~lived~~by inthe ~~and~~Company ~~conducted~~in ~~business~~response into athis ~~variety~~Item of5.02 ~~countries~~and, ~~including~~if ~~Taiwan~~not, ~~Korea,~~ stating the ~~Philippines,~~respects ~~Poland~~in ~~and~~which ~~Uzbekistan.~~he Mrdoes not agree. ~~Sutton~~The ~~has~~Company ~~extensive~~will ~~experience~~file inany aletter ~~variety~~received offrom ~~industries~~Mr. ~~including~~Paphites ~~import~~with ~~and~~the ~~export, telecommunications, information~~SEC ~~technology~~as an ~~and~~exhibit ~~capital~~by ~~markets.~~amendment ~~Mr. Sutton~~to ~~holds~~this ~~Bachelor's~~Current ~~Degree~~Report inwithin ~~Business~~two ~~Administration~~business ~~from~~days ~~Pace~~after ~~University~~receipt by the Company.

On April 18, 2012, Christakis J. Paphites, 56, was elected to the board of directors of the Company. Mr. Paphites is chief executive officer of C&S Solar Holdings, LLC, which is party to a consulting agreement with the Company (see Item 1.01).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Consulting Agreement, dated April 11, 2012, between the Company and Consultant
99.1		Notice of Resignation by Christakis Paphites

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.

	SAVWATT USA, INC.
Date: April 25, 2012	By:	/s/ Isaac H Sutton
Date: July 24, 2012	By:	/s/ Isaac H Sutton
		Isaac H. Sutton
		Chief Executive Officer

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