Attached files
file | filename |
---|---|
EX-10 - 10.1 FORM OF SECURITIES EXCHANGE AGREEMENT - SURGLINE INTERNATIONAL, INC. | chinanuvo8k072911ex101.htm |
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 21, 2011
__________________________
CHINA NUVO SOLAR ENERGY, INC. |
(Exact Name of Registrant as Specified in Its Charter) |
__________________________
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)
Registrants 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 Registrants 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. |
2