Attached files

file filename
8-K - FORM 8K CURRENT REPORT - SURGLINE INTERNATIONAL, INC.chinanuvo8k090711.htm
EX-2 - EX-2.1 AMENDED AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG THE REGISTRANT AND SURGLINE, INC. DATED SEPTEMBER 1, 2011 - SURGLINE INTERNATIONAL, INC.chinanuvo8k090711ex21.htm
EX-4 - EX-4.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION SERIES B PREFERRED STOCK OF CHINA NUVO SOLAR ENERGY, INC - SURGLINE INTERNATIONAL, INC.chinanuvo8k090711ex41.htm
EX-99 - EX-99.1 PRESS RELEASE - SURGLINE INTERNATIONAL, INC.chinanuvo8k090711ex991.htm
EX-3 - EX-3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CHINA NUVO SOLAR ENERGY, INC - SURGLINE INTERNATIONAL, INC.chinanuvo8k090711ex31.htm
EX-99 - EX-99.2 AUDITED FINANCIAL STATEMENTS - SURGLINE INTERNATIONAL, INC.chinanuvo8k090711ex992.htm

Exhibit 99.3



 

 

 

 

 

Historical

 

 

 

 

 

 

 

 

 

 

 

 

 

China Nuvo Solar

 

Historical

 

 

 

 

 

 

 

 

 

 

 

Energy, Inc.

 

SurgLine, Inc.

 

Pro forma

 

 

 

Pro forma

 

 

 

 

 

April 30,2011

 

June 30,2011

 

Adjustments

 

Note

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

$

142

$

11,842

$

-

 

 

$

11,984

 

Deposit

 

-

 

20,000

 

 

 

 

 

20,000

 

Notes and interest receivable, related parties

 

40,676

 

-

 

 

 

 

 

40,676

 

Prepaid Assets

 

-

 

2,500

 

 

 

 

 

2,500

 

 

Total current assets

 

40,818

 

34,342

 

-

 

 

 

75,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt issuance costs

 

8,931

 

-

 

 

 

 

 

8,931

Property and equipment, net

 

-

 

704

 

 

 

 

 

704

 

 

Total assets

$

49,749

$

35,046

$

-

 

 

$

84,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accrued liabilities, related parties

$

320,716

$

-

$

(315,914)

 

A

$

4,802

 

Accounts payable and accrued expenses

 

221,348

 

16,682

 

(140,327)

 

A

 

97,703

 

Convertible debentures payable, net

 

237,339

 

-

 

(147,000)

 

A

 

90,339

 

Derivative liability convertible debentures

 

821,777

 

-

 

 

 

 

 

821,777

 

Notes payable

 

183,259

 

-

 

 

 

 

 

183,259

 

Notes payable, related parties

 

242,180

 

500

 

 

 

 

 

242,680

 

 

Total current liabilities

 

2,026,619

 

17,182

 

(603,241)

 

 

 

1,440,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ deficit:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

385,583

 

-

 

(385,583)

 

A

 

-

 

Common stock

 

558,044

 

2,132

 

530,552

 

A,B

 

1,090,727

 

Deferred compensation

 

-

 

-

 

-

 

 

 

-

 

Additional paid-in capital

 

10,285,119

 

260,868

 

(12,747,343)

 

A,B

 

(2,201,356)

 

Retained earnings

 

(13,205,615)

 

(245,136)

 

13,205,615

 

A

 

(245,136)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders' deficit

 

(1,976,871)

 

17,864

 

603,241

 

 

 

(1,355,765)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' deficit

$

49,748

$

35,046

$

-

 

 

$

84,795






CHINA NUVO SOLAR ENERY, INC. AND SUBSIDIARY

(A Development Stage Company)

Pro Forma Consolidated Statement of Operations

For the Nine Months Ended April 30, 2011


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China Nuvo Solar

 

Historical

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy, Inc.

 

SurgLine, Inc.

 

Pro forma

 

 

 

Pro forma

 

 

 

 

 

 

 

 

April 30,2011

 

June 30,2011

 

Adjustments

 

Note

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

 

 

$

-

 

Cost of revenues

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

-

 

-

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

-

 

220,136

 

-

 

 

 

220,136

 

Consulting fees

 

53,800

 

-

 

-

 

 

 

53,800

 

Management and consulting fees, related parties

 

115,200

 

25,000

 

-

 

 

 

140,200

 

Legal and accounting

 

24,800

 

-

 

-

 

 

 

24,800

 

Other

 

8,419

 

-

 

-

 

 

 

8,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

 

202,219

 

245,136

 

-

 

 

 

447,355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(202,219)

 

(245,136)

 

-

 

 

 

(447,355)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

Interest expense, related parties

 

(17,795)

 

-

 

-

 

 

 

(17,795)

 

Interest expense, other

 

(124,651)

 

-

 

-

 

 

 

(124,651)

 

Minority interest

 

2,007

 

-

 

-

 

 

 

2,007

 

Fair value adjustment of derivative liabilities

 

(476,256)

 

-

 

-

 

 

 

(476,256)

 

Gain on debt settlement

 

115,561

 

-

 

-

 

 

 

115,561

 

Gain on sale of subsidiary

 

440,599

 

-

 

-

 

 

 

440,599

 

 

Total other income (expenses)

 

(60,534)

 

-

 

-

 

 

 

(60,534)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(262,753)

$

(245,136)

$

-

 

 

$

(507,889)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss)per common share

 

(0.01)

 

 

 

 

 

 

 

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

472,828,277

 

 

 

 

 

 

 

5,617,258,666



2




Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

 

1. Description of the Acquisition and Basis of Presentation

 

On September 1, 2011, we entered into the First Amendment Share Exchange Agreement with SurgLine, Inc. (“SurgLine”) and the stockholders of SurgLine (the “SurgLine Stockholders”) (the “Share Exchange Agreement”).  Surgline, a Nevada Corporation was formed on March 15, 2011. Pursuant to the Share Exchange Agreement, on September 1, 2011, 17 Stockholders of SurgLine transferred 100% of the outstanding shares of common stock of SurgLine held by them, in exchange for an aggregate of 857,173 shares of Series B Preferred Stock. On September 1, 2011, as a covenant to the Agreement, a majority of the Registrant’s shareholders voted to amend the Registrant’s Articles of Incorporation to increase the number of its authorized shares of capital stock from 1,500,000,000 shares to 6,500,000,000 par value $0.001 shares (the “Amendment”).  Pursuant to the Certificate of Designation of the Series B Preferred Stock and upon the increase in authorized shares of capital stock; the 857,173 shares of Series B Preferred Stock were exchanged for 3,817,554,433 newly issued shares of our Common Stock. Additionally, pursuant to the provisions of the Share Exchange Agreement, the Company issued 163,609,476 newly issued shares of Common Stock to the SurgLine shareholders, in satisfaction of the anti dilution provisions in the Share Exchange Agreement.  The shares of our Common Stock acquired by the SurgLine Stockholders in such transactions constitute approximately 70% of our issued and outstanding Common Stock on a fully-diluted basis giving effect to the share exchange.

 

On September 1, 2011, we completed the acquisition of SurgLine pursuant to the Share Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange. SurgLine is considered the acquirer for accounting and financial reporting purposes.  The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. 

 

The Acquisition was accounted for as a reverse merger, whereby SurgLine was the continuing entity for financial reporting purposes and was deemed, for accounting purposes, to be the acquirer of China Nuvo. In accordance with the applicable accounting guidance for accounting for a business combination as a reverse merger, SurgLine is deemed to have undergone a recapitalization, whereby it is deemed to have issued equity to China Nuvo’s common equity holders. Accordingly, although the Company, as the parent, legally acquired SurgLine, in accordance with the applicable accounting guidance for accounting for a business combination as a reverse merger, SurgLine’s assets and liabilities will be recorded at their historical carrying amounts, with no goodwill or other intangible assets recorded as a result of the accounting merger of SurgLine with China Nuvo.  The effects of recording the accounting for the reverse merger (which occurred on September 1, 2011) are not reflected in China Nuvo Solar Energy Inc.’s condensed financial statements as of April 30, 2011 but the pro forma effects as of that date are discussed below.

 

The organizational history of SurgLine is described in SurgLine’s audited financial statements as of June 30, 2011, which are included elsewhere in this Report on Form 8-K.

 

Basis of Presentation

 

Certain disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by SEC rules and regulations.

 

These pro forma unaudited condensed consolidated financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and do not purport to be indicative of future position or operating results.

 

The unaudited pro forma condensed consolidated balance sheet was prepared combining the historical balance sheet of SurgLine at June 30, 2011 and the historical balance sheet of China Nuvo at April 30, 2011, as described above.  

 

The unaudited pro forma condensed consolidated statement of operations includes the historical operations of SurgLine for the period ended June 30, 2011 and the historical operations of China Nuvo.




3



2.  Pro Forma Adjustments and Assumptions


The accompanying unaudited pro forma consolidated financial information gives effect to the Share Exchange as if it had occurred at an earlier date, and has been prepared for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had SurgLine and China Nuvo been a combined company during the specified periods.  The unaudited pro forma consolidated balance sheet set forth below represents the combined financial position of SurgLine and China Nuvo as of April 30, 2011, as if the reverse acquisition occurred on April 30, 2011.  The unaudited pro forma consolidated statement of operations for the nine months ended April 30, 2011 represents the combined results of operations of SurgLine and China Nuvo, as if the reverse acquisition occurred on the first day of the period presented. Since SurgLine was formed in March 2011, there is not a Pro Forma Consolidated Statement of Operations for the year ended July 31, 2010.


The pro forma adjustments were based on the preliminary information available at the time of the preparation of the unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements found as exhibit 99.2 in this Form 8-K.

 

  

A.

Reflects the pro forma adjustments to record the elimination of China Nuvo’s historical equity and the assumption of its net liabilities by SurgLine, after giving effect to certain debt settlement agreements and conversion of Series A Preferred Stock in exchange for the issuances of common stock, subsequent to April 30, 2011 and prior to the Share Exchange Agreement.

  

  

  

  

B.

We compute net income per share in accordance with FASB ASC 260, Earnings per Share. Under the provisions of FASB ASC 260, basic net income per share is computed by dividing net income attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period. The 3,981,163,909 shares issued to the shareholders of SurgLine as a result of the reverse merger together with the 545,364,919 shares that were issued to our consultant in the transaction and the existing 1,090,792,838 outstanding shares of the company that remained outstanding after the re-capitalization are assumed to have been outstanding since the beginning of the earliest period presented (May 1, 2010), resulting in 5,617,258,666 shares being outstanding for purposes of basic net income per share.




4