8-K

UNITED STATES

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 11, 2010

ENVISION SOLAR INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-147104	20-8457250
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7675 Dagget Street, Suite 150 San Diego, California	92111
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 799-4583

Casita Enterprises, Inc.

 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 DFR 240.14a-12)

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

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

On March 11, 2010, Casita Enterprises, Inc., a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger with Envision Solar International, Inc., a California corporation and the Company's wholly owned subsidiary ("Envision CA"), pursuant to which Envision CA merged with and into the Company, with the Company being the surviving corporation and continuing its existence as a Nevada corporation. In connection with the merger, the Company amended its Articles of Incorporation on March 11, 2010 to change its name to “Envision Solar International, Inc.”

As a result of the merger, each share of common stock, no par value per share, of Envision CA that was issued and outstanding immediately prior to the merger was canceled and each share of common stock of the Company was not changed or converted in any manner. All of the property, rights, privileges, powers and franchises of Envision CA became vested in the Company, and the Company assumed all of the debts, liabilities, obligations, restrictions, disabilities and duties of Envision CA.

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

On March 26, 2010, Joanna Tan resigned as executive vice president, chief operating officer and secretary of the Company.

Item 5.03.      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information required to be disclosed under this Item 5.03 is set forth above under Item 1.01.

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Item 9.01.     Financial Statements and Exhibits.
 

     (d) Exhibits.

Exhibit No.	Description
10.1	Agreement and Plan of Merger, dated March 11, 2010, by and between Casita Enterprises, Inc. and Envision Solar International, Inc.
10.2	Articles of Merger filed with the Secretary of State of the State of Nevada
10.3	Certificate of Correction  filed with the Secretary of State of the State of Nevada
10.4	Certificate of Ownership filed with the Secretary of State of the State of California

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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.

	ENVISION SOLAR INTERNATIONAL, INC.
Dated: April 12, 2010	By: /s/ Howard Smith
	Name:  Howard Smith
	Title:  Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement and Plan of Merger, dated March 11, 2010, by and between Casita Enterprises, Inc. and Envision Solar International, Inc.
10.2	Articles of Merger filed with the Secretary of State of the State of Nevada
10.3	Certificate of Correction  filed with the Secretary of State of the State of Nevada
10.4	Certificate of Ownership filed with the Secretary of State of the State of California

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EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 11, 2010 (the “Agreement”), between Casita Enterprises, Inc., a Nevada corporation (the “Parent”) and Envision Solar International, Inc., a California corporation, and subsidiary of the Parent (the “Subsidiary”).

WITNESSETH:

WHEREAS, the Parent desires to acquire all the assets, and to assume all of the liabilities and obligations, of the Subsidiary by means of a merger of the Subsidiary with and into the Parent, with the Parent being the surviving corporation (the “Merger”);

WHEREAS, the Parent owns one hundred percent (100%) of the outstanding shares of the Subsidiary’s stock entitled to vote on a merger;

WHEREAS, Section 92A.180 of the Nevada Revised Statutes (“NRS”) and Section 1110 of the California Corporations Code (the “CCC”) authorize the merger of a subsidiary corporation into a parent corporation;

WHEREAS, the Parent shall be the surviving entity (the “Surviving Corporation”) and continue its existence as a Nevada corporation; and

WHEREAS, the Boards of Directors of each of the Parent and the Subsidiary have approved this Agreement and the consummation of the Merger.

NOW THEREFORE, the parties hereto hereby agree as follows:

1.           The Merger.

(a)           At the Effective Time (as defined below), (a) the Subsidiary shall be merged with and into the Parent, (b) the separate existence of the Subsidiary shall cease, and (c) the Surviving Corporation shall be the surviving entity and continue its existence as a Nevada corporation.

(b)           The Merger shall become effective upon the filing of (i) an Articles of Merger with the Secretary of State of the State of Nevada in such form as is required by, and executed in accordance with, the applicable provisions of the NRS and (b) a Certificate of Ownership with the Secretary of State of the State of California in such form as is required by, and executed in accordance with, the applicable provisions of the California Corporations Code. The time at which the Merger shall become effective as aforesaid is referred to hereinafter as the “Effective Time.”

2.           Exchange of Capital Stock.  At the Effective Time, each share of common stock, no par value per share, of the Subsidiary, that is issued and outstanding immediately prior to the Effective Time, shall not be converted or exchanged and shall be cancelled into the right to receive one share of common stock, par value $0.001 per share of the Parent (the “Parent Common Stock”). Each issued and outstanding share of Parent Common Stock shall not be converted or exchanged in any manner, but as of the Effective Time shall represent one share of common stock of the Surviving Corporation.

3.           The Surviving Corporation.

(a)           The Articles of Incorporation of the Parent, in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation, unless and until thereafter amended in accordance with its terms and applicable law, except that Article First of the Surviving Corporation’s Articles of Incorporation shall be amended to change the Surviving Corporation’s name to “Envision Solar International, Inc.”  The By-Laws of the Parent, in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation, unless and until thereafter amended in accordance with applicable law.

(b)           At the Effective Time the name of the Surviving Corporation shall be Envision Solar International, Inc.

4.           Transfer and Conveyance of Assets and Assumption of Liabilities.

(a)           At the Effective Time, the Parent shall continue in existence as the Surviving Corporation; and without further transfer, all the property, rights, privileges, powers and franchises of the Subsidiary shall vest in the Surviving Corporation without further act or deed; and all debts, liabilities, obligations, restrictions, disabilities and duties of the Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation; and any claim or judgment against the Subsidiary may be enforced against the Surviving Corporation in accordance with Section 92A.250 of the NRS.

(b)           If at any time the Parent shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Subsidiary, or otherwise carry out the provisions hereof, the proper representatives of the Subsidiary, as of the Effective Time, shall execute and deliver any and all proper deeds, assignments and assurances, and do all things necessary and proper to vest, perfect or convey title to such property or right in the Surviving Corporation in order to carry out the provisions hereof.

5.           Miscellaneous.

(a)           Robert Noble, President of the Parent, shall be authorized, at such time in his sole discretion as he deems appropriate, to execute, acknowledge, verify, deliver, file and record, for and in the name of the Parent, any and all documents and instruments including, without limitation, the Articles of Incorporation of the Surviving Corporation, and the Articles of Merger and the Certificate of Ownership, and shall do and perform any and all acts required by applicable law which the Surviving Corporation deems necessary or advisable, in order to effectuate the Merger.

(b)           The representations, warranties and agreements contained in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement.

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(c)           Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Parent and the Subsidiary.

(d)           No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(e)           All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between the Subsidiary and the Parent, or their representatives, are merged into this Agreement, and this Agreement shall constitute the entire understanding between the Subsidiary and the Parent with respect to the subject matter hereof.

(f)           The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto.

(g)           This Agreement shall be construed in accordance with and governed by the internal laws of the State of Nevada, without reference to principles of conflicts of law.

(h)           This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

[Signature Page Follows]

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[SIGANTURE PAGE TO AGREEMENT AND PLAN OF MERGER]

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the date first written above.

CASITA ENTERPRISES, INC.

a Nevada corporation

By:­­­­ /s/ Robert Noble

     Name: Robert Noble

     Title:   President

ENVISION SOLAR INTERANTIONAL, INC.

a California corporation

By:­­­­ /s/ Robert Noble

     Name: Robert Noble

     Title:   President

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EX-10.2

Exhibit 10.2

EX-10.3

Exhibit 10.3

EX-10.4

Exhibit 10.4

CERTIFICATE OF OWNERSHIP

Robert Noble and Joanna Tan certify that:

1.They are the president and secretary, respectively, of Casita Enterprises, Inc., a Nevada corporation (the "Corporation").

2.The Corporation owns 100% of the outstanding shares of Envision Solar International, Inc., a California corporation.

3.The board of directors of the Corporation duly adopted the following resolution:

RESOLVED, that the Corporation merge Envision Solar International, Inc., its wholly-owned subsidiary corporation, into itself and assume all of its obligations pursuant to California Corporations Code Section 1110.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

[signature page follows]

Date:	/s/ Robert Noble
March 9, 2010	Robert Noble Chief Executive Officer
	/s/ Joanna Tan
	Joanna Tan Secretary