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EX-10 - 10.1 FORM OF SECURITIES EXCHANGE AGREEMENT - SURGLINE INTERNATIONAL, INC.chinanuvo8k072911ex101.htm

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

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Date Of Report (Date Of Earliest Event Reported): July 21, 2011

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CHINA NUVO SOLAR ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

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NEVADA

 

333-48476

 

87-0567853

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)


319 Clematis Street, Suite 703, West Palm Beach, Florida 33401

(Address Of Principal Executive Offices) (Zip Code)


Registrant’s Telephone Number, Including Area Code (561) 514-9042


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


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

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

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

     .   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 July 21, 2011, the Registrant entered into a securities exchange agreement (the “Agreement”) with SurgLine, Inc., a Nevada corporation (“SurgLine”).  Pursuant to the Agreement, the Registrant agreed to acquire all of the outstanding capital stock of SurgLine in exchange (the “Exchange”) for a number of shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) equal to seventy percent (70%) of the issued and outstanding common stock of the Registrant following the Exchange.  The closing of the Exchange will occur following the satisfaction of the conditions precedent set forth in the Agreement, including the completion of the schedules and exhibits, due diligence and audited financial statements.


The Agreement contains customary representations, warranties and covenants of the Registrant and SurgLine for like transactions. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Agreement attached as Exhibits 10.1 to this Current Report on Form 8-K.


Exhibit No.

Description

10.1

Form of Securities Exchange Agreement by and among China Nuvo Solar Energy, Inc., SurgLine, Inc. and the Security Holders of SurgLine, Inc.



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.



 

CHINA NUVO SOLAR ENERGY, INC

 

 

 

 

Dated: July 29, 2011

By:

/s/ Henry Fong

 

 

Henry Fong

 

 

President

 

 

 



Exhibit No.

Description

10.1

Form of Securities Exchange Agreement by and among China Nuvo Solar Energy, Inc., SurgLine, Inc. and the Security Holders of SurgLine, Inc.




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