UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X . ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

☑	ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: JULY 31, 2012

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For transition period from to .

For the fiscal year ended: JULY 31, 2011

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

For transition period from to .

Commission File Number 333-48746

~~CHINA~~SIURGLINE ~~NUVO SOLAR ENERGY~~INTERNATIONAL, INC.

(Name of Registrant in its charter)

NEVADA	87-0567853
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

319 Clematis Street – Suite ~~703~~400, West Palm Beach, Florida 33401

(Address of principal executive offices)(Zip Code)

Issuer's telephone number, including area code: (561) 514-9042

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ☐Yes . ☑No ~~X .~~

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☑Yes . ☐No ~~X .~~

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 Days: ~~Yes .~~ ☐Yes ☑No ~~X .~~

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant to ~~and~~Item ~~posted~~405 onof ~~its~~Regulation ~~corporate~~S-K ~~Web~~is ~~site,~~not ifcontained ~~any,~~in ~~every~~this ~~Interactive~~form, ~~Data~~and ~~File~~will ~~required~~not to be ~~submitted~~contained, ~~and posted pursuant~~ to ~~Rule~~the ~~405~~best of ~~Regulation~~the ~~S-T~~Registrant’s ~~(§232.405~~knowledge, in ofdefinitive ~~this~~proxy ~~chapter)~~or ~~during~~information ~~the~~statements ~~preceding~~incorporated 12by ~~months~~reference ~~(or~~in ~~for~~Part ~~such~~III ~~shorter~~of ~~period~~this ~~that~~Form ~~the~~10-K ~~registrant~~or ~~was~~any ~~required~~amendment to ~~submit~~this Form ~~and~~10-K: ~~post such files). Yes . No .~~☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: X .

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:

Large ~~accelerated~~Accelerated ~~filer~~Filer .☐ Accelerated ~~filer~~Filer .☐ Non-~~accelerated~~Accelerated ~~filer~~Filer .☐ ~~(Do not check if a smaller reporting company)~~ Smaller ~~reporting~~Reporting ~~company~~Company ~~X .~~☑

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐Yes . ☑No ~~X .~~

The aggregate market value of the voting common equity held by non-affiliates of the Registrant as of January 31, ~~2011 was $608,600. As of November 7, 2011, the Registrant had 5,623,518,680 shares of common stock, par value $0.001 per share, issued and outstanding.~~2012

was $6,266,000.

As of March 15, 2013, the Registrant had 5,690,116,745 shares of common stock, par value $0.001 per share, issued and outstanding.

Documents incorporated by reference: None

~~CHINA~~SURGLINE ~~NUVO SOLAR ENERGY~~INTERNATIONAL, INC.

TABLE OF CONTENTS

PART I		Page No.
Item 1.	Business	2
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Reserved	23
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item9A(T)	Controls and Procedures	27
Item 9B.	Other Information	28
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	29
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13.	Certain Relationships and Related Transactions and Director Independence	35
Item 14.	Principal Accountant Fees and Services	35
Item 15.	Exhibits and Financial Statement Schedules	36
	SIGNATURES	37

Page No.

PART I
Item 1.	Business	2-7
Item 1A	Risk Factors	7-15
Item 1B	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	16
Item 4.	Reserved	16
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16-19
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial condition and results of operations	20-21
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item9A(T)	Controls and Procedures	22-23
Item 9B.	Other Information	23
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	24-26
Item 11.	Executive Compensation	27-28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13.	Certain Relationships and Related Transactions and Director Independence	30
Item 14.	Principal Accountant Fees and Services	30
Item 15.	Exhibits and Financial Statement Schedules	31
	SIGNATURES	32

~~CHINA~~SURGLINE ~~NUVO SOLAR ENERGY~~INTERNATIONAL, INC.

FORM 10-K

~~THIS~~This ~~REPORT~~report ~~MAY~~may ~~CONTAIN~~contain certain ~~CERTAIN~~ “~~FORWARD~~forward-~~LOOKING~~looking” ~~STATEMENTS~~statemenTs ASas ~~SUCH~~such ~~TERM~~term ISis ~~DEFINED~~defined INin ~~THE~~the ~~PRIVATE~~private ~~SECURITIES~~securities ~~LITIGATION~~litigation ~~REFORM~~reform ~~ACT~~act OFof 1995 or ORby BYthe ~~THE~~securities ~~SECURITIES~~and ~~AND~~exchange ~~EXCHANGE~~commission ~~COMMISSION~~in INiTs ~~ITS RULES~~rules, ~~REGULATIONS~~regulations ~~AND~~and ~~RELEASES~~releases, ~~WHICH~~which ~~REPRESENT~~represent ~~THE~~the ~~REGISTRANT~~registrant’Ss ~~EXPECTATIONS~~expectations or ~~OR BELIEFS~~beliefs, ~~INCLUDING~~including ~~BUT~~but ~~NOT~~not ~~LIMITED~~limited TOto, ~~STATEMENTS~~statemenTs ~~CONCERNING~~concerning ~~THE~~the ~~REGISTRANT~~registrant’Ss ~~OPERATIONS~~operations, ~~ECONOMIC~~economic ~~PERFORMANCE~~performance, ~~FINANCIAL CONDITION~~financial condition, ~~GROWTH~~growth ~~AND~~and ~~ACQUISITION~~acquisition ~~STRATEGIES~~strategies, ~~INVESTMENTS~~investmenTs, ~~AND~~and ~~FUTURE~~future ~~OPERATIONAL~~operational ~~PLANS~~plans. ~~FOR~~ ~~THIS~~For ~~PURPOSE~~this purpose, ~~ANY~~any ~~STATEMENTS~~statemenTs ~~CONTAINED~~contained herein ~~HEREIN~~that ~~THAT~~are ~~ARE~~not ~~NOT~~statemenTs ~~STATEMENTS~~of OFhistorical ~~HISTORICAL~~fact ~~FACT~~may ~~MAY~~be BEdeemed ~~DEEMED~~to TObe ~~BE FORWARD~~forward-~~LOOKING~~looking ~~STATEMENTS~~statemenTs. ~~WITHOUT~~ ~~LIMITING~~Without ~~THE~~limiting ~~GENERALITY~~the OFgenerality of ~~THE~~the ~~FOREGOING~~foregoing, ~~WORDS~~words ~~SUCH~~such ASas “~~MAY~~may”, “~~EXPECT~~expect”, “~~BELIEVE~~believe”, “~~ANTICIPATE~~anticipate”, “~~INTENT~~intent”, “~~COULD~~could”, “~~ESTIMATE~~estimate”, “~~MIGHT~~might”, ORor “~~CONTINUE~~continue” ORor ~~THE~~the ~~NEGATIVE~~negative ORor ~~OTHER~~other ~~VARIATIONS~~variations thereof ~~THEREOF~~or ORcomparable ~~COMPARABLE~~terminology ~~TERMINOLOGY~~are ~~ARE~~intended ~~INTENDED~~to TOidentify ~~IDENTIFY FORWARD~~forward-~~LOOKING~~looking ~~STATEMENTS~~statemenTs. ~~THESE~~ ~~STATEMENTS~~These BYstatemenTs ~~THEIR~~by ~~NATURE~~their ~~INVOLVE~~nature ~~SUBSTANTIAL~~involve substantial ~~RISKS~~risks ~~AND~~and ~~UNCERTAINTIES~~uncertainties, ~~CERTAIN~~certain OFof ~~WHICH~~which ~~ARE~~are ~~BEYOND~~beyond ~~THE~~the ~~REGISTRANT~~registrant’Ss ~~CONTROL~~control, ~~AND~~and ~~ACTUAL~~actual ~~RESULTS~~resulTs ~~MAY~~may ~~DIFFER~~differ materially ~~MATERIALLY~~depending ~~DEPENDING~~on ONa Avariety ~~VARIETY~~of OFimportant ~~IMPORTANT FACTORS~~factors, ~~INCLUDING~~including ~~UNCERTAINTY~~uncertainty ~~RELATED~~related TOto ~~ACQUISITIONS~~acquisitions, ~~GOVERNMENTAL~~governmental ~~REGULATION~~regulation, managing ~~MANAGING~~and ~~AND~~maintaining ~~MAINTAINING GROWTH~~growth, ~~THE~~the ~~OPERATIONS~~operations OFof ~~THE~~the ~~COMPANY~~company ~~AND~~and ~~ITS~~iTs ~~SUBSIDIARIES~~subsidiaries, ~~VOLATILITY~~volatility OFof ~~STOCK~~stock ~~PRICE~~price ~~AND~~and ~~ANY~~any ~~OTHER~~other ~~FACTORS~~factors discussed ~~DISCUSSED~~in INthis ~~THIS~~and ~~AND~~other ~~OTHER~~registrant ~~REGISTRANT~~filings ~~FILINGS~~with ~~WITH~~the ~~THE~~securities ~~SECURITIES~~and ~~AND~~exchange ~~EXCHANGE COMMISSION~~commission.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

~~DESCRIPTION~~(a) General OFBusiness ~~BUSINESS~~development.

~~(a)~~Current business

~~General~~On ~~Business~~September 1, 2011, the Company entered into and consummated the First Amendment to the Agreement Concerning that Exchange of Securities (the “Share Exchange Agreement”) with SurgLine, Inc., a Nevada corporation (“SurgLine”) and the shareholders of SurgLine. Upon consummation of the transactions set forth in the Agreement (the “Closing”), the Company adopted the business plan of SurgLine, and ceased all of the business development plans of Nuvo (see below).

WePursuant to the Share Exchange Agreement, we agreed to acquire all of the outstanding capital stock of SurgLine in exchange (the “Share Exchange”) for the original issuance of an aggregate of 857,143 shares (the “Exchange Shares”) of the Registrant’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Exchange Shares were ~~originally~~issued ~~organized~~on a ~~under~~pro rata basis, on the ~~laws~~basis of the ~~State~~shares held by such security holders of ~~Nevada~~SurgLine at the time of the Exchange. Further in accordance ~~1996~~with asthe ~~Zacman~~Agreement, ~~Enterprises~~and following an amendment of the Registrant’s Articles of Incorporation, ~~Inc~~the Exchange Shares were converted into 3,817,554,433 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) equal to 70% of the issued and ~~subsequently~~outstanding ~~changed~~Common ~~our~~Stock ~~name~~of the Registrant. Additionally, pursuant to ~~eNutrition~~the provisions of the Share Exchange Agreement, ~~Inc~~the Company issued 163,609,476 restricted shares of Common Stock to the SurgLine shareholders, in satisfaction of the anti dilution provisions in the Share Exchange Agreement. As a result of the Share Exchange, the Registrant issued a total of 3,981,163,909 shares of its common stock to the SurgLine shareholders and SurgLine became a wholly-owned subsidiary of the Registrant.

On ~~May~~September 171, ~~2002~~2011, ~~our~~holders of ~~stockholders~~a majority of the Company’s outstanding Common Stock approved ~~our~~an ~~acquisition~~amendment ofto ~~all~~the Registrant’s Articles of Incorporation to increase the ~~issued~~number ~~and~~of ~~outstanding~~its ~~securities~~authorized shares of ~~Torpedo~~capital ~~Delaware~~stock infrom ~~exchange~~1,500,000,000 ~~for~~shares 8to 6,500,000,000 par value $0.001 shares (the “Amendment”) of ~~our~~which ~~common~~(a) ~~stock~~6,475,000,000 ~~issued~~shares towere ~~the~~designated ~~Torpedo~~as ~~USA~~Common ~~stockholders~~Stock and (b) 25,000,000 shares were designated as blank check preferred stock.

On February 1, 2005, we acquired all of the issued and outstanding common stock of Interactive Games, Inc. (“Interactive”). In conjunction with the Interactive agreement, we changed our name to Interactive Games, Inc. and approved an increase in our authorized common stock from 50,000,000 shares to 100,000,000 shares. The acquisition of Interactive by us was accounted for as a reverse merger because on a post-merger basis, the former Interactive shareholders held a majority of the outstanding common stock of our company on a voting and fully diluted basis. As a result, Interactive was deemed to be the acquirer for accounting purposes.2

InAt ~~June 2007, our stockholders, through a written consent executed by stockholders holding a majority of~~ the ~~outstanding~~effective ~~shares~~time of ~~our common stock entitled to vote, adopted and approved Amended and Restated Articles of Incorporation and ratified~~ the ~~Amended and Restated Bylaws of the Company~~Exchange, ~~which were adopted by~~ our board of directors ~~on June 26, 2007. The Amended~~ and ~~Restated~~officers ~~Articles~~was ofreconstituted ~~Incorporation~~by ~~increased~~ the ~~authorized~~resignation ~~capital stock~~ of ~~the~~Henry ~~Company~~Fong ~~from~~as ~~105,000,000~~President ~~shares~~and toChief ~~500,000,000~~Executive Officer ~~shares,~~ of ~~which~~the ~~25,000,000~~Company ~~shares~~and ~~now may be preferred stock having~~ the ~~voting~~appointment ~~powers,~~of ~~designations,~~Thomas ~~preferences,~~G. ~~limitations,~~Toland ~~restrictions and relative rights~~ as ~~determined~~a bymember ~~the board~~ of ~~directors~~the ~~from time to time. The~~ Company’s ~~stockholders~~Board ~~also~~of ~~authorized~~Directors, ~~our~~President and ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer toand ~~change~~Richard ~~our~~Dutch ~~name~~as toSecretary ~~China~~and ~~Nuvo~~Chief ~~Solar~~Operating ~~Energy,~~Officer ~~Inc.~~of ~~at such time as~~ the ~~chief executive officer deemed appropriate in his sole discretion~~Company.

~~Pursuant~~Historical to an Agreement and Plan of Reorganization dated as of April 23, 2007, as amended on July 25, 2007 (the “Share Exchange Agreement”), by and between the Company and Nuvo Solar Energy, Inc., a Colorado corporation (“Nuvo”), we and Nuvo entered into a share exchange whereby all of the issued and outstanding capital stock of Nuvo, on a fully-diluted basis, was exchanged for like securities of the Company, and whereby Nuvo became our wholly owned subsidiary (the “Share Exchange”). The Share Exchange was effective as of July 25, 2007, upon the completed filing of Articles of Exchange with the Nevada Secretary of State and a Statement of Share Exchange with the Colorado Secretary of State. Contemporaneously with the Share Exchange, we changed our name to “China Nuvo Solar Energy, Inc.” background

2We were originally organized under the laws of the State of Nevada in 1996 as Zacman Enterprises, Inc. and subsequently changed our name to eNutrition, Inc.

~~Immediately~~On ~~prior~~May to17, ~~the effective time of the Share Exchange~~2002, ~~Nuvo~~our ~~had~~stockholders approved ~~outstanding~~our ~~5,500,000~~acquisition ~~shares~~ of ~~its~~all ~~common stock (“Nuvo Common Stock”) and no shares~~ of ~~preferred stock. In accordance with~~ the ~~Share~~issued ~~Exchange~~and ~~Agreement,~~outstanding ~~each~~securities ~~share~~ of ~~Nuvo~~Torpedo ~~Common~~Delaware ~~Stock was acquired by us~~ in exchange for ~~approximately~~8,000,000 ~~24.24~~ shares of our common stock ~~for a total of 133,333,255 shares~~ issued~~. Accordingly,~~ ~~after giving effect~~ to the ~~Share~~Torpedo ~~Exchange,~~USA ~~the Company had approximately 189,915,355 shares of Common Stock outstanding immediately following the transaction~~stockholders.

AsOn aFebruary ~~result~~1, 2005, we acquired all of the ~~Share~~issued ~~Exchange,~~and ~~the~~outstanding ~~former~~common ~~Nuvo~~stock ~~shareholders~~of ~~together~~Interactive ~~held~~Games, ~~approximately~~Inc. 66(“Interactive”).6% ofIn conjunction with the ~~Company’s~~Interactive ~~outstanding~~agreement, ~~common~~we ~~stock~~changed ~~immediately~~our ~~following~~name ~~the~~to ~~transaction~~Interactive Games, onInc. aand ~~fully-diluted~~approved ~~basis. Accordingly,~~an ~~the~~increase ~~Share~~in ~~Exchange~~our ~~constituted~~authorized acommon stock ~~change~~from of50,000,000 ~~control~~shares ofto ~~the~~100,000,000 ~~Company~~shares. As aThe ~~result~~acquisition of ~~the~~Interactive ~~Share~~by ~~Exchange,~~us ~~Nuvo~~was ~~constituted~~accounted ~~the~~for ~~accounting~~as ~~acquirer~~a inreverse ~~the~~merger because ~~Share~~on ~~Exchange;~~a ~~however~~post-merger basis, wethe ~~elected~~former toInteractive ~~have~~shareholders held a ~~July~~majority 31of ~~fiscal~~the ~~year~~outstanding ~~end,~~common ~~which~~stock isof ~~the~~our ~~same~~company on ~~fiscal~~a ~~year~~voting ~~end~~and ~~that~~fully ~~Interactive~~diluted ~~Games~~basis. As a result, ~~Inc.~~Interactive ~~had~~was ~~prior~~deemed to be the ~~Share~~acquirer ~~Exchange~~for accounting purposes.

OnIn June 92007, ~~2006~~our stockholders, through ~~Nuvo signed~~ a ~~license~~written ~~agreement~~consent ~~with~~executed ~~Photovoltaics.com,~~by ~~Inc.~~stockholders ~~(“PV”),~~holding ~~which~~a ismajority ~~based~~of inthe ~~Hutchinson~~outstanding ~~Island,~~shares ~~Florida.~~of ~~Nuvo~~our ~~acquired~~common ~~exclusive~~stock ~~worldwide~~entitled ~~rights~~ to vote, ~~PV's~~adopted ~~solar~~and ~~cell~~approved ~~technology~~Amended ~~relating~~and toRestated aArticles ~~multiple~~of ~~stacked~~Incorporation ~~solar~~and ~~cell~~ratified ~~using~~the ~~wave~~Amended ~~guide~~and ~~transfers.~~Restated ~~This~~Bylaws ~~license~~of ~~agreement~~the ~~includes~~Company, which ~~all~~were ~~patents~~adopted ~~issued~~by ~~pursuant~~our toboard ~~certain~~of ~~patents~~directors ~~applications~~on orJune ~~amendments~~26, ~~that~~2007. ~~have~~The ~~been~~Amended ~~filed~~ and ~~the~~Restated ~~rights~~Articles toof ~~use~~Incorporation ~~all~~increased ~~applicable~~the authorized ~~copyrights,~~capital ~~trademarks~~stock ~~and~~of ~~related intellectual property obtained on or in connection with~~ the ~~process~~Company ~~and~~from ~~products. On January 23~~105, ~~2008~~000,000 weshares ~~purchased from PV the patent filings related~~ to ~~our~~500,000,000 ~~solar~~shares, ~~technology~~of inwhich ~~exchange for 2~~25,000,000 ~~restricted~~ shares ofnow ~~our~~may ~~common~~be preferred stock~~. We~~ ~~now~~having ~~own~~the ~~all~~voting ~~rights~~powers, ~~title~~designations, preferences, limitations, restrictions and ~~interest~~relative inrights ~~any~~as ~~patents~~determined ~~that~~by ~~are~~the ~~subsequently~~board of ~~issued~~directors orfrom ~~other~~time ~~intellectual~~to ~~property~~time. On ~~December~~The ~~10,~~Company’s ~~2008~~stockholders wealso ~~executed~~authorized aour ~~Patent~~chief ~~and~~executive ~~Trademark~~officer ~~Purchase~~to ~~Agreement~~change ~~(the~~our ~~“Purchase~~name to ~~Agreement”)~~China ~~with~~Nuvo ~~Photovoltaics~~Solar Energy, Inc. ~~Through~~ ~~this~~at ~~agreement~~such wetime ~~acquired~~as ~~certain~~the ~~issued~~chief ~~patents,~~executive ~~patent~~officer ~~rights~~deemed ~~and~~appropriate ~~trademarks~~ in ~~exchange~~his ~~for~~sole ~~$39,900 paid in installments from December 2008 through July 2009~~discretion.

OnPursuant ~~September~~to 1,an ~~2011,~~Agreement and ~~the~~Plan ~~Company~~of ~~entered~~Reorganization ~~into~~dated ~~and~~as ~~consummated~~of ~~the~~April ~~First~~23, ~~Amendment~~2007, toas ~~the~~amended ~~Agreement~~on ~~Concerning~~July ~~that~~25, ~~Exchange~~2007 ~~of Securities~~ (the “Share Exchange Agreement”), by ~~with~~and ~~SurgLine~~between the Company and Nuvo Solar Energy, Inc., a ~~Nevada~~Colorado corporation (“~~SurgLine~~Nuvo”), we and Nuvo entered into a share exchange whereby all of the ~~shareholders~~issued and outstanding capital stock of ~~SurgLine. Upon~~Nuvo, ~~consummation~~on a fully-diluted basis, was exchanged for like securities of the ~~transactions~~Company, ~~set~~and ~~forth~~whereby inNuvo ~~the~~became ~~Agreement~~our wholly owned subsidiary (the “~~Closing~~Share Exchange”). The Share Exchange was effective as of July 25, 2007, upon the ~~Company~~completed ~~adopted~~filing of Articles of Exchange with the ~~business~~Nevada ~~plan~~Secretary of ~~SurgLine~~State and a Statement of Share Exchange with the Colorado Secretary of State. Contemporaneously with the Share Exchange, we changed our name to “China Nuvo Solar Energy, Inc.”

~~Pursuant~~Immediately toprior ~~the Agreement, we agreed~~ to ~~acquire all of~~ the effective ~~outstanding~~time ~~capital stock~~ of ~~SurgLine in exchange (~~the “Share Exchange”), ~~for~~Nuvo ~~the~~had ~~original~~outstanding ~~issuance of an aggregate of 857~~5,~~143~~500,000 shares ~~(the “Exchange Shares”)~~ of ~~the~~its ~~Registrant’s~~common ~~Series~~stock ~~B Preferred Stock, par value $0.001 per share~~ (~~the~~ “~~Series~~Nuvo BCommon ~~Preferred~~ Stock”)~~. The~~ and ~~Exchange~~no ~~Shares will be issued on a pro rata basis, on the basis of the~~ shares ~~held by such security holders~~ of ~~SurgLine~~preferred ~~at the time of the Exchange~~stock. ~~Further~~ inIn accordance with the Share Exchange Agreement, ~~and~~each ~~following~~share ~~an amendment~~ of ~~the~~Nuvo ~~Registrant’s~~Common ~~Articles~~Stock ofwas ~~Incorporation,~~acquired by ~~the~~us ~~Exchange~~in ~~Shares~~exchange ~~were~~for ~~converted~~approximately ~~into~~24.24 ~~3,817,554,433~~ shares of ~~the~~our ~~Registrant’s~~ common stock, ~~par~~for ~~value~~a ~~$0.001~~total ~~per share (the “Common Stock”) equal to 70%~~ of ~~the issued and outstanding Common Stock of the Registrant. Additionally~~133, ~~pursuant to the provisions of the Share Exchange Agreement~~333,255 ~~the~~shares ~~Company~~ issued. ~~163~~Accordingly,~~609,476~~ ~~restricted~~after giving ~~shares~~effect ~~of Common Stock~~ to the ~~SurgLine shareholders, in satisfaction of the anti dilution provisions in the~~ Share Exchange ~~Agreement. As a result of the Share Exchange~~, the ~~Registrant~~Company ~~issued~~had aapproximately ~~total of 3~~189,~~981~~915,~~163,909~~355 shares of ~~its~~Common ~~common~~Stock ~~stock~~outstanding toimmediately following the ~~SurgLine shareholders and SurgLine became a wholly-owned subsidiary of the Registrant~~transaction.

OnAs ~~September~~a 1,result ~~2011~~of the Share Exchange, ~~holders~~the offormer aNuvo ~~majority~~shareholders together held approximately 66.6% of the Company’s outstanding ~~Common~~common ~~Stock~~stock ~~approved~~immediately following ~~an amendment to~~ the ~~Registrant’s~~transaction, ~~Articles~~on ofa ~~Incorporation~~fully-diluted tobasis. ~~increase~~Accordingly, the ~~number~~Share ofExchange ~~its~~constituted ~~authorized~~a ~~shares~~change of ~~capital~~control ~~stock~~of ~~from~~the ~~1,500,000,000~~Company. As ~~shares~~a toresult 6of the Share Exchange,~~500,000,000~~ ~~par~~Nuvo ~~value~~constituted ~~$0.001~~the ~~shares~~accounting (acquirer in the ~~“Amendment”)~~Share ofExchange; ~~which~~however, (we elected to have a) 6July 31 fiscal year end,~~475,000,000~~ ~~shares~~which ~~were~~is ~~designated~~the assame ~~Common~~fiscal ~~Stock~~year ~~and~~end ~~(b)~~that 25Interactive Games,~~000,000~~ ~~shares~~Inc. ~~were~~had ~~designated~~prior asto ~~blank~~the ~~check~~Share ~~preferred stock~~Exchange.

At the effective time of the Exchange, our board of directors and officers was reconstituted by the resignation of Henry Fong as President and Chief Executive Officer of the Company and the appointment of Thomas G. Toland as a member of the Company’s Board of Directors, President and Chief Executive Officer and Richard Dutch as Secretary and Chief Operating Officer of the Company.3

~~(b)~~Effective with the SurgLine Share exchange Agreement, the Company ceased all activity related to Nuvo and is not pursuing the commercialization of any of the patents.

(b) Financial information about segments.

~~Through~~As of July 31, ~~2011~~2012, we operated in only one industry segment.

3(c) Narrative description of business.

On September 1, 2011, we entered into and consummated the First Amendment to the Agreement Concerning that Exchange of Securities (cthe “Share Exchange Agreement”) with SurgLine, Inc., a Nevada corporation (“SurgLine”) and the shareholders of SurgLine.

~~Narrative~~COMPANY ~~description of business.~~OVERVIEW

AsOn ofSeptember 17, 2012 the ~~period~~Securities ~~reported,~~and weExchange ~~are~~Commission a(“SEC”) ~~development-stage~~issued ~~company~~an ~~that~~Order isof ~~working~~Suspension toof ~~develop~~Trading ~~and~~of ~~design,~~our ~~with~~common astock. ~~view~~In ~~toward~~the order ~~manufacturing,~~the ~~solar~~SEC ~~photovoltaic~~stated ~~(PV)~~that ~~cell~~it ~~technology~~appeared ~~products.~~that Wethere ~~own~~is ~~certain~~a ~~patent~~lack ~~applications~~of current and ~~patent~~accurate ~~rights~~information ~~and~~concerning ~~other~~the ~~photovoltaic~~securities ~~intellectual~~of ~~property. Our~~the issuers ~~primary~~named ~~technology~~in ~~involves~~the aorder, ~~unique~~including ~~patent~~the ~~pending~~Company. ~~solar~~According ~~cell~~to ~~technology~~the ~~based~~SEC, onquestions ~~photovoltaic~~have ~~cells~~arisen ~~with~~concerning ~~integral~~the ~~light-transmitting~~adequacy ~~wave~~and ~~guides~~accuracy of inpress areleases ~~ceramic~~and ~~sleeve~~public filings concerning the company’s operations. The ~~advantage~~suspension ofended ~~this~~on ~~technology~~September is28, ~~that~~2012. ~~less~~However, in ~~exposed~~order ~~surface~~for ~~area~~our iscommon ~~required~~stock to ~~generate~~resume ~~electricity.~~quotations, ~~The~~the ~~light-transmitting~~SEC ~~particles~~requires ~~act~~that asa ~~wave~~broker-dealer ~~guides~~must ~~and~~file ~~allow~~Form 211 with the ~~sun-exposed~~Financial Industry ~~conversion~~Regulatory ~~area~~Authority of(“FINRA”), ~~the~~representing ~~solar~~that ~~cell~~it tohas besatisfied ~~shifted~~all ~~readily~~applicable ~~from~~requirements, ~~horizontal~~including those toof ~~vertical~~Rule to15c2-11 ~~capture~~and ~~more~~FINRA ~~sunlight~~Rule 6432. ~~The~~We ~~ceramic~~have ~~sleeve~~no ~~eliminates~~agreement ~~the~~with ~~need~~any ~~for~~broker ~~expensive~~dealer ~~vacuum~~to ~~chambers~~file Form 15c-211. Accordingly, ~~thereby~~our ~~allowing~~securities may ~~less~~be ~~expensive~~worthless ~~materials~~and towe may be ~~used~~forced into ~~solar~~curtail ~~cell~~or ~~production~~abandon our business plan.

~~We were working to develop~~SurgLine, ~~with~~Inc ~~plans~~(“SurgLine”) was toformed ~~eventually manufacture and market~~ in ~~conjunction~~March ~~with~~of ~~strategic~~2011. ~~partners,~~Our ~~innovative~~plan ~~solar~~is ~~cells~~to ~~and~~provide ~~solar power products for a wide range of applications based on~~ our ~~technology~~own ~~that~~proprietary ~~increases~~label, ~~light-trapping while enabling a variety~~ of ~~materials~~high toquality bemedical ~~used. Our primary technology employs multiple stacked solar cells in a ceramic sleeve that uses nano-particles~~ and ~~crystal~~surgical ~~wave~~products ~~guides~~at discount toprices. ~~carry~~The ~~light~~Company’s ~~from~~founders saw the ~~opening~~need ~~down~~ to ~~the~~help ~~last~~reduce ~~junction~~costs in the ~~solar~~acute ~~cell. Competitors’~~care ~~processes~~healthcare ~~that~~system, ~~use~~and ~~vacuum~~particularly that ~~chambers (instead~~ of athe ~~ceramic~~Operating ~~sleeve)~~Rooms. ~~generally~~The ~~don~~Company’ts ~~allow~~core ~~for~~business ~~material~~strategy ~~substitution~~is ~~because~~simply: ofSource ~~contamination~~and ~~issues.~~sell Wethe ~~believe~~highest ~~our~~quality ~~primary~~medical and ~~technology~~surgical ~~also~~products ~~will~~for ~~allow~~substantially ~~manufacturers~~less, tothereby ~~quickly~~reducing ~~and~~the ~~economically~~“historical ~~shift~~brand topremium” ~~new~~that ~~materials~~has ifhistorically been aabsorbed ~~shortage~~by ofhealthcare ~~any~~end ~~one~~users, ~~type~~including ofhospitals, ~~material~~outpatient ~~occurs.~~surgery Wecenters, ~~believe~~medical ~~our~~clinics, ~~technology~~self-insured ~~will~~employers, managed ~~offer~~care ~~a flexible~~organizations, ~~cost-effective~~commercial ~~solution~~insurance ~~for~~carriers ~~increased~~and ~~light-trapping~~state ~~and~~and1 ~~therefore~~federal ~~increased~~governmental ~~efficiency~~payers.

~~Our~~Widespread ~~business~~economic ~~plan~~challenges have ~~focused~~impacted onall ~~developing~~healthcare ~~cost-effective,~~providers ~~highly-efficient,~~as ~~environmentally-friendly~~costs ~~solar~~of ~~energy~~goods ~~products. We~~continue ~~plan~~ to ~~enter~~rise, ~~into~~patient ~~strategic~~reimbursement ~~partnerships~~becomes ~~with~~more ~~companies~~difficult ~~that~~and ~~can~~a ~~help~~growing percentage ~~advance~~of ~~our~~patients ~~technology~~have ~~and~~either ~~may~~lost ~~also~~their ~~acquire~~health ~~technologies~~insurance ~~and~~or ~~businesses~~are ~~that~~in ~~will~~default ~~help~~on ustheir ~~implement~~medical ~~our~~bills. ~~business~~The ~~strategy~~healthcare insector consumes ~~certain~~16.2% ~~circumstances~~of the economy and is growing annually. In1 ~~order~~Combined towith dothese sofactors, we70 ~~must~~million ~~develop~~baby ~~working~~boomers ~~prototypes~~who ~~that~~either have ~~can~~entered or will be ~~readily~~entering ~~adapted~~retirement toage ~~larger~~2 ~~scale~~are ~~production~~putting ~~and~~additional ~~manufacturing~~pressure on the healthcare system. To ~~date~~The wedemand for ~~have~~healthcare ~~not~~services ~~developed~~is tied closer to age than any ~~prototypes~~other ~~and~~factor. doWe ~~not~~believe ~~have~~the ~~any~~pressure ~~strategic~~on ~~working~~healthcare ~~relationships~~providers tohas ~~further~~never been ~~our~~greater ~~business~~and ~~plan~~this trend is expected to accelerate.

InWe anintend ~~attempt~~ to ~~minimize~~provide ~~the~~lower cost ~~start-up~~products ~~costs~~by ofselling ~~solar~~high ~~cell~~volume ~~manufacturing,~~disposable wemedical ~~signed~~products anat ~~agreement~~substantially ~~with~~lower ~~PMI~~prices when compared to ~~establish~~the ahistorical supply ~~pilot~~chain ~~production~~sources ~~line~~available on the market. We plan to accomplish this by ~~building~~sourcing ~~out~~products within the U.S. and ~~modifying~~globally ~~PMI~~from many of the same factories that produce similar products for the world’s ~~existing~~largest ~~manufacturing~~medical ~~facility~~companies. ~~located~~The intraditional acquisition cost of medical and surgical supplies, instrumentation, equipment, hospital beds, operating lights and more sold by the ~~Chengdu~~largest medical/surgical ~~West~~suppliers ~~High~~can ~~Tech~~hover ~~Development~~at ~~Zone~~five to ten fold markups. We plan on attacking the “brand premium” much in the ~~Chengdu~~same way as Costco has with their Kirkland private label brand, ~~Sichuan~~or Home Depot has with their Hampton Bay brand. Essentially, we ~~China~~plan on offering virtually similar products, with our SurgLine brand, at substantial savings by reducing the massive markup percentages that are passed on to the end users. ~~Following~~ We believe our sourcing and competitive advantage is based on over a ~~serious~~decade ~~earthquake~~of international inbusiness relationships of our executive management team with worldwide manufacturers. Because of the ~~Chengdu,~~relationships developed ~~China~~by ~~region~~our executives, ~~Pioneer~~we ~~ceased~~have ~~performing~~connections ~~under~~to ~~the~~nearly ~~contract~~200 different manufacturers globally and over 10,000 products already identified.

~~During the past year~~Additionally, ~~the~~our ~~Company~~executives have ~~searched~~long ~~for~~and asuccessful ~~U.S.-based~~industry ~~technology~~track ~~advisor~~records orand ~~chief~~long ~~technology~~standing ~~officer~~relationships ~~to assist the Company~~ with ~~the~~key ~~development~~healthcare ofdecision ~~its photovoltaic intellectual property~~makers. ~~The~~ ~~Company~~We ~~believes~~ believe that ifhealthcare, ~~the~~like ~~technology~~many ~~can be proven effective utilizing a production ready prototype~~businesses, itis ~~will be able to attract~~ a ~~strategic~~relationship ~~partner~~business. toKnowing ~~assist~~who inmakes the ~~development~~decisions ofwithin ~~production~~organizations and ~~manufacturing~~having access ~~activities. However,~~to ~~the~~that ~~Company~~person ~~has~~is ~~not been successful in finding~~ a ~~candidate,~~distinct ~~and~~advantage ~~therefore~~over ~~has~~an ~~made~~industry nooutsider. ~~progress~~Our infounders’ ~~developing~~100 ~~any~~plus ~~prototype. The~~years ~~Company~~of ~~believes~~healthcare ~~there~~experience will isbe ~~little~~leveraged ~~likelihood~~to indrive ~~developing~~our ~~a prototype~~success.

~~Our Technology~~4

The ~~science~~Management ~~used~~team inbelieves that ~~our~~there ~~primary~~is ~~solar~~substantial ~~cell~~likelihood ~~technology~~that isthere ~~based~~will onbe an ~~invention~~erosion ~~entitled, “Photovoltaic cell with integral light transmitting waveguide~~ in aHospital ~~ceramic~~“physician ~~sleeve~~preference”, ~~and utilizes Cadmium/Tellurium Cadmium/Sulfide powders layered~~ arrangements in athe ~~ceramic~~future ~~sleeve~~which ~~with~~historically ahas ~~copper~~allowed ~~back~~the ~~contact. The~~physician ~~solar~~to ~~cell~~select ~~can~~his ~~utilize~~or aher ~~variety~~own ofpreferred ~~materials~~products into ~~powdered~~use ~~form layered in a ceramic sleeve~~ with aless ~~conductive metal back contact. The ceramic sleeve eliminates the need~~ regard for ~~vacuum~~economic ~~chambers or a vat with a molten material~~cost. A ~~removable~~These ~~lens~~arrangements ismay ~~clamped~~come onunder toscrutiny ~~the~~due ~~cell. By having a removable lens, we are able~~ to ~~repair~~downward orfinancial ~~add~~pressures ~~materials~~being toplaced ~~the~~on ~~cell~~hospitals ifand surgery ~~necessary~~center ~~unlike~~operators ~~existing~~by ~~technology. The cell utilizes a wave guide to carry light through~~ the ~~cell. In~~payer ~~addition,~~community ~~the~~including ~~wave guide can photo generate an electrical potential in~~ the ~~cell. The~~governmental ~~material~~payers ~~and amount of layers determines voltage while amperage is dependent~~ in ~~part~~an ~~upon~~effort ~~particle size. In essence, a multiple stacked solar cell using a wave guide transfers the square conversion area of the solar cell exposed~~ to ~~the~~reign ~~sun~~in ~~from the horizontal to the vertical~~costs.

~~Our~~TARGET ~~patent~~MARKETS ~~pending~~AND ~~technology~~MARKETING incorporates a process that is conducive to manufacturing using a batch process. This is possible because the solar cell cylinder itself replaces the necessity to use expensive vacuum chambers during production. We believe this approach is the most expeditious and cost-effective alternative to development of manufacturing capability. STRATEGY

Our ~~technology~~initial ~~uses~~target amarket will ~~ceramic~~be ~~sleeve~~to asidentify aand ~~receptacle~~contract ~~for~~with ~~the~~successful ~~various~~stock ~~materials~~and ~~used~~bill ~~for~~distributors aand ~~solar~~institutional ~~cell~~buyers. ~~The~~ ~~ceramic~~These ~~sleeve~~entities ~~replaces~~purchase in ~~typical~~bulk, ~~equipment~~have ~~such~~the asability ~~expensive~~to ~~vacuum~~stock ~~chambers~~and ~~thereby~~support ~~permitting~~products, ~~the~~have ~~interchangeability~~direct ofrelationships ~~materials. Production~~with ~~processes~~healthcare ~~using~~institutions aand ~~vacuum~~are ~~chamber~~highly motivated into ~~many~~cut ~~cases~~costs ~~cannot~~to ~~interchange~~meet ~~materials~~institutional ~~because~~demands. ofWe ~~contamination~~will ~~issues.~~endeavor Weto ~~believe~~form relationships with stock and bill distributors that have byend ~~utilizing~~user ~~the~~customers ~~technology~~in place as well as in-depth product knowledge. Additionally, ifwe abelieve ~~shortage~~it ofis ~~one~~easier ~~type~~to service a hand full of ~~material~~large ~~occurs,~~customers ain ~~shift~~the ~~can~~beginning berather ~~made~~than ~~quickly~~to ~~and~~attempt ~~economically~~to sell directly to aend ~~more~~users ~~cost~~that ~~effective~~would ~~but~~take ~~complementary~~hundreds ~~material~~of accounts to match the revenue potential. ~~The~~ ~~materials~~We ~~that~~intend ~~can~~to beleverage ~~used~~the inexisting ~~these~~relationships ~~cells~~of ~~goes~~our ~~from~~executives ~~soft~~and ~~materials~~associates ~~like~~with ~~Cadmium/Tellurium~~buyers tothat have ~~hard~~already ~~materials~~shown ~~like~~great ~~Silicon~~interest.

4The initial product focus will be on surgical products, both disposable and instrumentation. We believe these are high volume, high margin products. Where possible, we intend to brand the products with our own label “Surg”. An example of the product range is:

ASurgical ~~published~~Instruments ~~independent~~including ~~report~~but bynot ~~the~~limited Joannopoulos Research Group at the Massachusetts Institute of Technology (“MIT”) determined that light trapping by wave guides they put into photovoltaic cells was increased by 37%. This was accomplished by placing clear crystal particles as waveguides within the solar cell’s layered or stacked semiconductor materials. We believe our technology offers a number of significant advantages in light trapping efficiencies and certain production economies compared to current technologies. We believe our technology can increase light trapping even further than the MIT method by inter-dispersing these clear crystal particles in a random manner. In addition, these wave guides allow even more layers of photovoltaic materials to be put down. The wave guides bring the light down even further than the few microns it can now travel in most materials. We believe these ceramic sleeve solar cells with wave guides lend themselves to ideal cells for use in a concentrator system and other specialty applications.:

~~How~~i.e.: Scissors, itforceps, ~~works~~basket punches, reamers

~~Our~~Surgical ~~photovoltaic~~Sets ~~cells~~/ ~~consist~~Specialties ~~of:~~(not limited to)

·— Hand & foot

An— ~~initial~~Hips ~~semiconductor layer, comprised of N type semiconductor1 material having a top surface~~ and ~~a bottom surface. Light-transmitting particles are interspersed within the N type semiconductor material; and~~ knees

·— Spine products, including but not limited to pedicle screws, plates, rods, hooks, cages and biologics

A— ~~second~~Small ~~semiconductor~~Fragment layer, consisting of P type semiconductor material having a top surface and a bottom surface. Light-transmitting particles are interspersed within the P type semiconductor material. The top surface of the second layer is in direct physical and electrical contact with the bottom surface of the first layer to form an N-P junction2.sets

~~The~~— ~~generation~~Includes: oftray, ~~electrical~~instruments, ~~current~~screws, ~~from the lower N-P junctions of a stacked multi-layer photovoltaic cell results from the transmission of light through each semiconductor layer to the lower semiconductor layers. As a result~~implants, ~~photovoltaic cells are produced which exhibit greater current-generating capacity for a given surface area of sunlight exposure~~etc.

~~The~~Emergency technology utilizes light-transmitting materials reduced to a powder form, typically through grinding the material to a size of 5 micrometers to 150 micrometers, followed by a further reduction in the particle size to 400 to 800 nanometers.Removal

A— ~~wave~~Broken ~~guide~~screws, ~~carries~~implant light through the cell. This is achieved by exciting metallic structures that cause the conduction electrons to oscillate. Conduction electrons improve the absorption and emission of light from thin planar semiconductor layers by coupling the light with the wave guide modes of the semiconductor layer. Enhancing absorption through the use of conduction electrons also avoids the increase in surface recombination that occurs with conventional light-trapping methods.removal

~~The~~Full ~~wave~~Range ~~guide mode concentrates electrical potential in the cell. The material and amount~~ of ~~layers~~Endoscopes ~~determines~~covering ~~voltage~~several while amperage is determined by particle size. The multiple stacked solar cell and wave guide mode enables sunlight- exposed conversion areas to be maximized by shifting the orientation from horizontal to vertical.specialties

InFull ~~addition,~~Range the technology enables PV cells to be packaged in any desired physical shape and with a reduced overall surface area such as cubes or elongated tubular structures designed to fit within specific size and shape constraints. This design flexibility greatly reduces the difficulty and costs of ~~shipping,~~Surgical ~~storing,~~Disposable ~~deploying,~~- ~~and~~single ~~securing~~use ~~large solar module arrays.~~items

~~During~~Custom ~~the~~Surgical fiscal year 2009, we acquired additional patents and provisional patents that we believe may further increase the efficiency and lower the cost of our primary wave guide photovoltaic technology as well as currently available technology. Packs

~~Industry~~As ~~Information~~our business focus develops, we intend to expand the depth and breadth of product offerings based on customer demand. Also, we may decide to sell directly to select end user customers in situations where the additional margin opportunity more than offsets the costs of managing those customers.

~~Energy~~GROWTH ~~demand~~STRATEGY

~~Electricity~~We ~~consumption~~intend isto ~~strongly~~leverage ~~influenced~~existing relationships byin ~~economic~~major ~~and~~metropolitan ~~population~~markets ~~growth~~throughout in the ~~world’s developing economies~~U.S. ~~Demand~~As ~~for~~working ~~electrical~~capital ~~power~~permits, iswe ~~projected~~plan to ~~increase~~recruit ~~significantly~~a ~~over~~national ~~the~~sales force ~~next~~of ~~several~~experienced ~~decades.~~medical ~~Demand~~product ~~increases~~sales ~~may~~professionals bewho ~~most~~have ~~dramatic~~their own network of relationships in ~~developing~~each ~~countries~~market. ~~where~~These ~~some~~relationships will ~~two~~be ~~billion~~leveraged ~~people~~in ~~still~~the ~~lack~~same ~~access~~manner towith ~~electricity~~sales focused on stocking distributors with existing end user customer bases in place, as well as product knowledge. As of the filing of this report we have not been successful in recruiting of any sales force and we ~~addressing~~may ~~that~~not ~~issue~~be isable ato ~~high~~in ~~public~~the ~~priority~~future.

With the world population growing at a rate currently estimated at 1.8% annually from an estimated 6.7 billion currently to 8.9 billion by 2050, energy demand will also increase substantially. Population growth and rising standards of living in developing countries should drive an increase in energy demand over the next few decades. The US Department of Energy predicts world energy consumption will grow roughly 70% by 2030.5

~~_______________________~~COMPETITION

1We ~~Semiconductors~~will ~~are~~be ~~typically~~competing ~~categorized~~against traditional ~~into~~purveyors ~~either~~of ~~N-type~~medical orsupplies ~~P-type~~in ~~semiconductors~~the medical/surgical supply space. Specifically, we will compete with Medtronic, Stryker, Zimmer and Synthes as well as a variety of small privately held local and regional distributors throughout the marketplace.

2We ~~www.freshpatents.com/Photovoltaic-cell-with-integral-light-transmitting-waveguide-~~believe that our strategy of delivering virtually similar proprietary products from many of the same supply sources, in~~-a-ceramic-sleeve-dt20070920ptan20070215201~~ many cases, virtually identical private labeled products at substantial savings to the end user that will average 20% to 30% or more will allow us to be highly successful against the legacy competitors.~~php.~~

5We believe the larger legacy companies are bloated with thousands of employees, tremendous inefficiencies due to their sheer size, and that they cannot afford to reduce their prices to their customers by 20% to 30% or more as we plan to do. Some of these large suppliers have attempted to shift their customers to use their own “private labeled products” in an attempt to lower the end user’s cost while retaining the customer; however, their private label strategy leaves very substantial margins and profits while reducing the end user’s cost by only a small percentage savings on average.

The USCompany’s competitors ~~Energy~~have ~~Information~~longer ~~Administration~~operating ishistories, ~~predicting~~significantly ~~that~~greater USfinancial, ~~solar~~technical, ~~thermal~~marketing, service and ~~solar~~other ~~photovoltaic~~resources and ~~installed~~significantly ~~net~~greater ~~summer~~name ~~generating~~recognition. ~~capacity~~As ~~will~~a ~~increase~~result, such competitors may be able to ~~nearly~~devote ~~400~~greater ~~megawatts~~resources byto the ~~year~~development and ~~2030~~marketing of their platforms, and may be able to respond more quickly to changes in customer requirements or product technology. Accordingly, there can be no assurance that the Company will compete successfully with existing or new competitors, or that the competition will not have a material adverse effect on the business, operating results or financial condition of the Company (See “RISK FACTORS”)

~~Solar~~The ~~energy~~Company ~~industry~~currently has ~~trends~~no full time employees other than its’ officers. The Company is not a party to any collective bargaining agreements.

~~Solar energy offers a clean, safe alternative to energy produced from coal, oil or natural gas. Electricity is produced at low variable costs~~ Liquidity and ~~solar~~Capital energy plants don’t emit carbon dioxide. Despite these advantages, solar energy currently accounts for only a small fraction of the world's energy usage. Solar photovoltaic installations worldwide reached a record high of 3,800 megawatts in 2007. According to published reports, in 2007 grid-connected photovoltaic electricity was the fastest growing energy source, with installations of all photovoltaics increasing by 83% in 2009 to bring the total installed capacity to 15 GW. ResourceS

~~With~~The ~~government~~Company’s ~~support~~only known inpotential ~~more~~sources ~~than~~of 40capital ~~markets,~~are ~~end-user~~possible ~~demand~~proceeds ~~for~~from ~~solar~~private ~~power~~placements, ~~significantly~~issuance ~~exceeds~~of ~~production~~notes ~~capacity. Germany~~payable, ~~Japan~~loans ~~and~~from ~~the~~its USofficers, and ~~are~~cash ~~the~~from ~~largest photovoltaic markets~~revenues. ~~Solar~~ ~~cell~~The ~~production~~Company ~~increased~~requires byadditional ~~50%~~financing ~~in 2007,~~ to ~~3,800~~continue ~~megawatts, and has been doubling every two years~~operations. ~~Nearly~~We ~~half~~have ofno ~~the~~agreements ~~increase was~~ in ~~Germany,~~place ~~now~~and ~~the~~there is ~~world's~~no ~~largest~~assurance ~~consumer~~that ofsuch ~~photovoltaic~~additional ~~electricity~~financing ~~(followed~~will bybe ~~Japan)~~available.

~~Silicon~~GOVERNMENT ~~Supplies~~REGULATION

~~Silicon~~The isMedical ~~the~~Device Amendments ~~basic~~of ~~material~~1976 ~~used~~to in the ~~production~~federal ~~of solar cells based on crystalline technology~~Food, ~~which~~Drug ~~account~~and ~~for~~Cosmetic aAct ~~vast~~and ~~majority of~~ the ~~world~~Safe ~~market.~~Medical ~~During~~Devices ~~the~~Act ~~mid~~of ~~2000's silicon usage increased from 14~~1990,~~000~~ ~~tons~~together ~~in 2004 to 19,000 tons in 2006 and silicon prices rose~~ with ~~demand. While~~regulations issued ~~prices~~or ~~have~~proposed ~~fallen and silicon supplies have increased~~thereunder, ~~future~~provide ~~silicon~~for ~~shortages~~regulation ~~and~~by ~~rising prices would compress~~ the ~~margins~~FDA of ~~solar~~the ~~cell~~design, ~~manufacturers~~manufacture ~~who~~and ~~rely~~marketing onof ~~poly-silicon~~medical ~~semiconductor materials~~devices, ~~despite~~including most ~~strong demand for solar photovoltaics. Because CNUV’s solar cell technology can use a variety~~ of ~~materials,~~ the Company’s ~~would not be impacted by potential silicon shortages and might actually benefit from market share gains made at the expense of higher- cost solar cell manufacturers if it were to reach production~~products.

~~Competition~~The FDA’s Quality System regulations set forth standards for the Company’s product design and manufacturing processes, require the maintenance of certain records and provide for inspections of the Company’s facilities by the FDA. There are also certain requirements of state, local and foreign governments that must be complied with in the manufacturing and marketing of the Company’s products.

~~Companies~~Most of ~~pursuing~~the ~~similar~~Company’s ~~technologies~~products ~~including~~are ~~different~~purchased ~~but~~from ~~related~~third ~~fields~~party ~~represent~~manufacturers ~~substantial~~that ~~competition.~~fall ~~Many~~into ofFDA ~~these~~classifications ~~organizations~~that ~~are~~require ~~some~~ notification of and review by the ~~largest~~FDA ~~companies~~before inmarketing, ~~the~~submitted ~~world~~as ~~and~~a ~~have~~510(k). ~~substantially~~Section ~~greater~~510(k) ~~capital~~of ~~resources~~the Food, ~~research~~Drug and ~~development~~Cosmetic ~~staffs~~Act ~~and~~requires ~~facilities~~device manufacturers who must register, asto ~~well~~notify asFDA ~~greater~~of ~~manufacturing~~their ~~and~~intent ~~marketing~~to ~~capabilities~~market ~~than~~a wemedical dodevice at least 90 days in advance. ~~These~~ ~~organizations~~This is known as Premarket Notification - also ~~compete~~called ~~with~~PMN ~~Nuvo~~or 510(k). This allows FDA to ~~attract~~determine ~~qualified~~whether ~~personnel~~the device is equivalent to a device already placed into one of the three classification categories. Thus, ~~parties~~"new" ~~for~~devices ~~acquisitions~~(not in commercial distribution prior to May 28, ~~joint~~1976) ~~ventures~~that orhave ~~other~~not ~~collaborations~~been classified can be properly identified. As Specifically, medical device manufacturers are required to submit a ~~result,~~premarket ~~there~~notification isif nothey ~~assurance~~intend ~~that~~to ~~our~~introduce ~~technology~~a device into commercial distribution for the first time or reintroduce a device that will ~~prove~~be ~~viable~~significantly changed or modified to the extent that itits ~~will~~safety or effectiveness could be affected. ~~able~~Such change or modification could relate to ~~compete~~the ~~with~~design, ~~these~~material, ~~larger~~chemical ~~organizations~~composition, energy source, manufacturing process, or intended use. Prior to ~~produce~~selling any product orthat ~~service~~requires a 510(k) approval, we ascertain that the manufacturer has complied with 510(k). Certain of the Company’s products require extensive clinical testing, consisting of safety and efficacy studies, followed by PMA applications for specific surgical indications.

~~Government Regulation~~6

~~The~~SurgLine ~~market~~also ~~for~~is ~~electricity~~subject to ~~generation~~the ~~products~~laws isthat ~~heavily~~govern ~~influenced~~the bymanufacture ~~foreign,~~and ~~federal,~~distribution ~~state~~of ~~and~~medical ~~local~~devices ~~government~~of ~~regulations~~each ~~and~~country ~~policies~~in ~~concerning~~which the ~~electric~~Company ~~utility~~manufactures ~~industry,~~or sells asproducts. ~~well~~The asmember ~~internal~~states ~~policies~~of ~~and~~the ~~regulations~~European ~~promulgated~~Union by(EU) ~~electric~~have ~~utilities.~~adopted ~~These~~the ~~regulations~~European ~~and~~Medical ~~policies~~Device ~~often~~Directives, ~~relate~~which tocreate a ~~electricity~~single ~~pricing~~set ~~and technical interconnection~~ of ~~customer-owned~~medical ~~electricity~~device ~~generation.~~regulations Infor ~~the~~all ~~United~~EU ~~States~~member ~~and~~countries. inThese aregulations ~~number~~require ofcompanies ~~other~~that ~~countries,~~wish ~~these~~to ~~regulations~~ manufacture and ~~policies~~distribute ~~are~~medical ~~being~~devices ~~modified~~in ~~and~~EU ~~may~~member ~~continue~~countries to beobtain ~~modified.~~CE WeMarking ~~will~~for ~~also~~their beproducts. ~~required~~SurgLine tohas ~~comply~~authorization ~~with~~to ~~all~~apply the ~~foreign,~~CE ~~federal,~~Marking ~~state~~to ~~and~~substantially ~~local~~all ~~regulations regarding protection~~ of ~~the~~its ~~environment~~products.

~~Compliance~~Initiatives ~~with~~sponsored by ~~Environmental~~government ~~Laws~~agencies, legislative bodies and the private sector to limit the growth of healthcare expenses generally and hospital costs in particular, including price regulation and competitive pricing, are ongoing in markets where the Company does business. It is not possible to predict at this time the long-term impact of such cost-containment measures on the Company’s future business.

WeITEM ~~are required to comply with all foreign, federal, state and local regulations regarding protection of the environment~~1A. IfRISK more stringent regulations are adopted in the future, the costs of compliance with these new regulations could be substantial. We may need to procure certain governmental and other permits to conduct our business. If we fail to comply with present or future environmental regulations, however, we may be required to pay substantial fines, suspend future production or cease operations. The manufacture of our potential products may use, generate and discharge toxic, volatile and otherwise hazardous chemicals and wastes. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions in our business operations. In addition, under some foreign, federal and state statutes and regulations, a governmental agency may seek recovery and response costs from operators of property where releases of hazardous substances have occurred or are ongoing, even if the operator was not responsible for such release or otherwise at fault.FACTORS

~~Employees~~In General. The purchase of shares of our common stock is very speculative and involves a very high degree of risk. An investment in us is suitable only for the persons who can afford the loss of their entire investment. Accordingly, investors should carefully consider the following risk factors, as well as other information set forth herein, in making an investment decision with respect to securities of the Company.

~~The~~On September 17, 2012 the Securities and Exchange Commission (“SEC”) issued an Order of Suspension of Trading of our common stock. In the order the SEC stated that it appeared that there is a lack of current and accurate information concerning the securities of the issuers named in the order, including the Company. ~~currently~~According ~~does~~to ~~not~~the SEC, questions have arisen concerning the adequacy and accuracy of press releases and public filings concerning the company’s operations. The suspension ended on September 28, 2012. However, in order for our common stock to resume quotations, the SEC requires that a broker-dealer must file Form 211 with the Financial Industry Regulatory Authority (“FINRA”), representing that it has satisfied all applicable requirements, including those of Rule 15c2-11 and FINRA Rule 6432. We have no agreement with any ~~full~~broker ordealer ~~part~~to file Form 15c-~~time~~211. ~~employees~~Accordingly, ~~other~~our ~~than~~securities may ~~its~~be ~~officers~~worthless and we may be forced to curtail or abandon our business plan.

6RISK FACTORS ASSOCIATED WITH THE BUSINESS OF SURGLINE, INC.

~~ITEM~~We 1Ahave a limited operating history on which to base an investment decision.

~~RISK~~We ~~FACTORS~~have a very limited operating history. We are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures. There is no history upon which to base any assumption as to the likelihood that the company will prove successful. We cannot provide investors with any assurance that our services will attract customers; generate any significant operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail.

InOur ~~General. The~~success ~~purchase of shares of our common stock is very speculative and involves a very high degree of risk. An investment~~ in ~~us is suitable only for~~ the ~~persons~~future ~~who~~may ~~can~~depend ~~afford~~on ~~the~~our ~~loss~~ability ofto ~~their~~establish and ~~entire~~maintain ~~investment. Accordingly,~~strategic ~~investors should carefully consider the following risk factors~~alliances, asand ~~well~~any asfailure ~~other~~on ~~information~~our ~~set~~part ~~forth~~to ~~herein,~~establish inand ~~making~~maintain ansuch ~~investment~~relationships ~~decision~~would ~~with~~adversely ~~respect~~affect our tomarket ~~securities~~penetration ofand ~~the~~revenue ~~Company~~growth.

~~The~~We ~~market~~may ~~price~~be required to establish strategic relationships with third parties in the medical and surgical products industry, including agreements with stocking distributors, sales channel agreements and others. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our ~~common~~control, ~~stock~~such ~~may~~as ~~fluctuate~~the ~~significantly~~competitive position of our product and marketing plan relative to our competitors. We may not be able to establish other strategic relationships in the future.

~~The market price of our common shares may fluctuate significantly in response to factors, some of which are beyond our control, such as:~~7

·In addition, any strategic alliances that we establish may subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.

~~the~~Our ~~announcement~~management ofteam ~~new~~may ~~products~~not be orable ~~product~~to ~~enhancements~~successfully byimplement ~~us or~~ our ~~competitors;~~business strategies.

·If our management team is unable to execute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

~~developments~~If ~~concerning~~we ~~intellectual~~infringe ~~property~~the rights of third parties we could be prevented from selling products, forced to pay damages, and ~~regulatory~~defend ~~approvals;~~against litigation.

·If our products infringe the proprietary rights of other parties, we could incur substantial costs and we may have to:

~~quarterly~~· ~~variations~~obtain inlicenses, ~~our~~which ~~and~~may ~~our~~not ~~competitors’~~be ~~product~~available ~~development~~on ~~activities~~commercially orreasonable ~~results~~terms, ofif ~~operations;~~at all;

· redesign our product to avoid infringement;

~~changes~~· stop using the subject matter claimed in ~~earnings~~the ~~estimates~~patents held by others, which could cause us to lose the use of one or ~~recommendations~~more byof ~~securities~~our ~~analysts~~products;

· pay damages; or

~~developments~~· defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our ~~industry;~~valuable ~~and~~management resources.

·If we are unable to hire additional qualified personnel, our ability to grow our business may be harmed.

~~general~~We ~~market~~will ~~conditions~~need to hire additional qualified personnel with expertise in the medical and ~~other~~surgical ~~factors~~products industry related to procurement of product, sales ~~including~~and ~~factors~~marketing. ~~unrelated~~We tomay face significant competition for qualified individuals, and we cannot be certain that our ~~own~~search ~~operating~~for such ~~performance~~personnel will be successful. Attracting and retaining qualified personnel will be critical to our success.

~~Further,~~If ~~the~~we ~~stock~~fail ~~market~~to indevelop ~~general~~our ~~has~~brand ~~recently experienced extreme price~~ and ~~volume fluctuations. Continued market fluctuations could result in extreme volatility in~~ advertise the ~~price~~products ofwe ~~our~~sell ~~common shares~~effectively, ~~which could cause a decline in the value of~~ our ~~common~~business ~~shares. You~~may ~~should also be aware that price volatility might be worse if the trading volume of our common shares is low~~suffer.

~~Because~~We webelieve ~~gained~~that ~~access~~developing and maintaining awareness of our brand is critical to achieving widespread acceptance of our existing and future services and products and is an important element in attracting new customers. We believe that our efforts to build our brand, including advertisements that will be designed to promote our corporate image, our merchandise and the ~~public~~pricing ~~markets~~of ~~through~~such aproducts, ~~share~~will ~~exchange~~involve significant expense. Our proposed brand promotion activities may not yield revenue, weand even if they do, any increased revenue may not beoffset the ~~able~~expenses we incurred in building our brands. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain any existing customers to the ~~attention~~extent ofnecessary ~~major~~to ~~brokerage~~realize ~~firms~~a sufficient return on our brand-building efforts, and our business could suffer.

Additional risks may exist since we gained access to the public markets through a share exchange. Security analysts of major brokerage firms may not cover us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on our behalf in the future.8

~~Trading~~We ofare subject to shifting customer preferences and we may fail to optimize our ~~common~~product ~~stock~~offerings isand ~~limited~~inventory positions.

~~Trading~~Consumer ofand ~~our~~healthcare provider’s ~~common~~preferences ~~stock~~in ~~is on~~ the ~~Over-the-Counter~~medical ~~Quotation~~supply ~~Board,~~industry orchange ~~“OTCQB”~~rapidly ~~This~~and ~~has~~are ~~adversely~~difficult ~~effected~~to ~~the~~predict. ~~liquidity~~The success of our ~~securities,~~business depends ~~not~~on ~~only~~our inability ~~terms~~to ofpredict ~~the~~accurately ~~number~~and ofrespond ~~securities~~to ~~that~~future ~~can~~changes bein ~~bought~~such ~~and~~preferences, ~~sold~~carry atthe ainventory ~~given~~demanded ~~price~~by customers, ~~but~~deliver ~~also~~the ~~through~~appropriate ~~delays~~quality inof ~~the~~products, ~~timing~~price ofproducts ~~transactions~~correctly and ~~reduction~~implement ineffective ~~security~~purchasing ~~analysts'~~procedures. We must optimize our product selection and ~~the~~inventory ~~media's~~positions ~~coverage~~based ofon usthese preferences and sales trends. ~~This~~If ~~may~~we ~~result~~fail into ~~lower~~anticipate, identify ~~prices~~or ~~for~~react ~~our~~appropriately ~~common~~to ~~stock~~changes ~~than~~and ~~might~~adapt ~~otherwise~~our beproduct ~~obtained~~selection ~~and~~to these changing preferences, we could ~~also~~experience ~~result~~excess inventories, inhigher athan ~~larger~~normal ~~spread~~markdowns ~~between~~or an inability to sell the ~~bid~~products we sell, which, in turn, could significantly reduce our revenue and ~~asked~~have ~~prices~~a ~~for~~material adverse effect on our ~~common~~business, ~~stock.~~financial condition and results of operations.

~~Because~~If itwe isare aunable ~~“penny~~to ~~stock~~acquire inventory or fail to maintain optimal inventory levels,” itour ~~will~~inventory beholding ~~more~~costs ~~difficult~~could ~~for~~increase ~~you~~or cause us to ~~sell~~lose ~~shares~~sales, either of which could have a material adverse effect on our ~~common~~business, ~~stock~~financial condition and results of operations.

~~Our~~While ~~common~~we ~~stock~~must ismaintain sufficient ainventory ~~“penny~~levels ~~stock.”~~to ~~Broker-dealers~~operate ~~who~~our ~~sell~~business ~~penny~~successfully ~~stocks~~and ~~must~~meet ~~provide~~our ~~purchasers~~customers’ ofdemands, ~~these~~we ~~stocks~~must ~~with~~be acareful ~~standardized~~to ~~risk-disclosure~~avoid amassing ~~document~~excess ~~prepared~~inventory. byChanging ~~the~~consumer ~~SEC.~~demands, ~~This~~manufacturer ~~document~~backorders ~~provides~~and ~~information~~uncertainty ~~about~~surrounding ~~penny~~new ~~stocks~~product ~~and~~launches expose ~~the~~us ~~nature~~to ~~and~~increased ~~level~~inventory of risks. ~~involved~~Demand infor ~~investing~~products incan ~~the~~change ~~penny-stock~~rapidly ~~market.~~and Aunexpectedly, ~~broker~~including ~~must~~the ~~also~~time ~~give~~between awhen the ~~purchaser,~~product ~~orally~~is orordered infrom ~~writing,~~the ~~bid~~supplier ~~and~~to ~~offer~~the ~~quotations~~time ~~and~~it ~~information~~is ~~regarding~~offered ~~broker~~for ~~and~~sale. ~~salesperson~~We ~~compensation,~~offer ~~make~~ a ~~written~~wide ~~determination~~variety ~~that~~of ~~the~~products ~~penny~~and ~~stock~~must ismaintain sufficient ainventory ~~suitable~~levels ~~investment~~of ~~for~~ the ~~purchaser,~~products ~~and~~we ~~obtain~~sell. ~~the~~We ~~purchaser’s~~may ~~written~~be ~~agreement~~unable to ~~the~~sell ~~purchase.~~certain ~~The~~products ~~penny~~in ~~stock~~the ~~rules~~event ~~may~~that ~~make~~consumer itdemand changes. ~~difficult~~Our ~~for~~inventory ~~you~~holding tocosts ~~sell~~will ~~your~~increase ~~shares~~if ofwe ~~our~~carry ~~stock~~excess inventory. ~~Because~~However, ofif ~~the~~we ~~rules,~~do ~~there~~not ishave ~~less~~a ~~trading~~sufficient ininventory of ~~penny~~a ~~stocks.~~product ~~Also,~~to ~~many~~fulfill ~~brokers~~customer ~~choose~~orders, ~~not~~we tomay ~~participate~~lose inorders ~~penny-stock~~or ~~transactions. Accordingly~~customers, ~~you~~which may ~~not~~adversely ~~always~~affect beour ~~able~~business, tofinancial ~~resell~~condition and ~~shares~~results of ~~our~~operations. ~~common~~We ~~stock~~cannot ~~publicly~~assure atyou ~~times~~that we can accurately predict consumer demand and ~~prices~~events ~~that~~and ~~you~~avoid ~~feel~~over-stocking or ~~are~~under-stocking ~~appropriate~~products.

7If any of our customers fail to pay all or part of their invoices or delay payment, our results of operations and financial condition will be adversely affected.

~~Risks~~As ~~Related~~of July 31, 2012 we have $44,491 in accounts receivables. If we are successful in increasing sales, we will be increasing accounts receivables. The standard credit period for most of our customers is anticipated to ~~Our~~be ~~Business~~approximately net 60 days. There is no assurance that our accounts receivable will be fully repaid on a timely basis. If any of our customers with accounts receivables fail to pay all or part of the accounts receivable or delay the payment due to us for whatever reason, our net profit will decrease and our profitability will be adversely affected.

WeDisruptions ~~currently~~in ~~have~~our noability to source product ~~revenues~~ and ~~will~~any ~~need~~changes toin ~~raise~~the ~~additional~~competitive ~~capital~~environment tofor ~~operate~~our products may adversely affect our ~~business~~profitability.

ToWe ~~date,~~plan weto ~~have~~sell ~~generated~~a ~~minimal~~broad range ~~product~~of ~~revenues~~medical related products. ~~Until~~ weA ~~are~~significant ~~able~~disruption toin ~~prove~~the ~~that~~supply ~~our~~of ~~proprietary~~these ~~solar~~products ~~technology~~could ~~will~~decrease ~~work~~inventory onlevels aand sales, ~~large~~and ~~commercial~~materially ~~scale~~adversely ~~and~~affect ~~can~~our ~~set~~business upand ~~adequate~~financial ~~manufacturing~~results. ~~facilities~~Shortages ~~ourselves~~of products or ~~find~~interruptions ain ~~strategic~~transportation systems, ~~partner~~labor tostrikes, dowork sostoppages, ~~for us~~war, weacts ~~will~~of ~~not~~terrorism ~~have~~or ~~product~~other ~~revenues.~~interruptions ~~Therefore,~~or ~~for~~difficulties in the ~~foreseeable~~employment ~~future,~~of welabor or ~~will~~transportation ~~have~~in tothe ~~fund~~markets ~~all~~in ofwhich ~~our~~we ~~operations~~purchase ~~and~~products ~~capital~~may ~~expenditures~~adversely ~~from~~affect ~~additional~~our ~~financing,~~ability ~~which~~to ~~may~~maintain ~~not~~sufficient beinventories of ~~available~~our onproducts ~~favorable~~to ~~terms,~~meet ifconsumer ~~at all~~demand. If we ~~are~~were ~~unable~~ to ~~raise~~experience ~~additional~~a ~~funds~~significant ~~on acceptable terms,~~ or atprolonged ~~all,~~shortage weof ~~may~~products befrom ~~unable~~any ~~to complete the development~~ of our suppliers ~~solar technology~~ and ~~set~~could upnot ~~adequate~~procure ~~manufacturing~~the ~~facilities~~products tofrom ~~produce~~other ~~a commercially viable product. In addition~~sources, we ~~could~~would be ~~forced~~unable to ~~discontinue~~meet ~~product~~customer ~~development~~demand, atwhich, ~~any~~in ~~time. Any~~turn, ~~additional~~would adversely ~~sources~~affect ofour ~~financing~~sales, ~~will~~margins ~~likely~~and ~~involve~~customer ~~the~~relations. Further, ~~sale~~rising ofcost ~~our equity securities or issuance~~ of ~~debt~~labor ~~instruments~~and ~~that~~consumer ~~may~~goods bein ~~convertible~~general could ~~into~~reduce our ~~common stock~~margins, ~~which~~and ~~could~~reduce ~~have a substantial dilutive effect on~~ our ~~stockholders~~net earnings.

WeOur ~~are~~operations ~~not~~would ~~currently~~be ~~profitable~~materially ~~and~~adversely ~~may~~affected ~~never~~if ~~become~~third-party carriers ~~profitable~~were unable to transport our products on a timely basis.

WeAll ~~have a history~~ of ~~losses~~our ~~and~~products ~~expect~~are shipped tothrough ~~incur~~third ~~substantial~~party ~~losses~~carriers. ~~and~~If ~~negative~~a ~~operating~~strike ~~cash~~or ~~flow~~other ~~for~~event ~~the~~prevented ~~foreseeable future, and we may never achieve~~ or ~~maintain~~disrupted ~~profitability.~~these ~~Even~~carriers iffrom wetransporting ~~succeed~~our ~~in developing and commercializing one or more~~ products, other wecarriers ~~expect~~may tobe ~~incur~~unavailable ~~substantial~~or ~~losses for the foreseeable future and~~ may ~~never~~not ~~become~~have ~~profitable. We~~the ~~also~~capacity ~~expect~~ to ~~continue~~deliver toour ~~incur~~products ~~significant~~to ~~operating and capital expenditures and anticipate that~~ our ~~expenses~~customers. ~~will~~If ~~increase~~adequate ~~substantially~~third inparty sources ~~the~~to ~~foreseeable~~ship ~~future~~our asproducts wewere ~~continue~~unavailable toat ~~undertake~~any ~~research~~time, ~~and~~our ~~development~~business ofwould ~~potential~~be ~~alternative~~materially ~~energy~~adversely ~~sources~~affected.

We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our stock.9

We ~~have~~face aincreasing ~~lack~~competition offrom ~~operating~~both domestic ~~history~~and inforeign ~~which~~companies toand, ~~base~~if anwe ~~investment~~cannot ~~decision~~effectively compete, our business will be harmed.

WeThe ~~are~~medical asupply ~~relatively~~industry in ~~new~~which ~~company~~we ~~that~~operate ~~has~~is ahighly ~~very~~fragmented ~~limited~~and ~~operating history~~competitive. Our ~~acquisition~~ability ofto ~~solar~~compete ~~cell~~in ~~technology~~the ~~provides~~industry usis, ~~with~~to ana ~~opportunity~~significant ~~for~~extent, ~~new~~dependent on ~~business~~our ~~development,~~ability ~~which~~to ~~carries~~distinguish ~~continued~~our ~~unique~~wholesale ~~risks~~distribution ~~inherent~~of medical supplies and related products from those of our competitors by providing high quality services and products with ~~any~~competitive ~~new~~prices ~~business~~and ~~opportunity~~convenient access. As aWe ~~relatively~~compete ~~new~~directly ~~company,~~with ~~Nuvo~~local issuppliers and ~~subject~~with large foreign multinational companies that offer services and products that are similar to ~~unforeseen~~ours. ~~costs~~Some of these competitors have larger local or regional customer bases, ~~expenses~~more locations, ~~problems~~more brand equity, and ~~difficulties~~substantially ~~inherent~~greater financial, marketing and other resources than we have. We anticipate that our competitors will continue to improve their wholesale distribution or retail medical supply businesses and may be in ~~new~~a ~~business~~stronger ~~ventures~~position to respond quickly to potential acquisitions and other market opportunities.

~~Our~~We ~~operations~~cannot assure you that our current or potential competitors will not provide wholesale distribution or retail medical supply services and products comparable or superior to ~~date~~those ~~have~~we ~~been~~provide ~~limited~~or adapt more quickly than we do to ~~organizing~~evolving ~~the~~industry ~~company~~trends or changing market requirements. Increased competition may result in price reductions, ~~acquiring~~reduced margins and ~~securing~~loss ~~the~~of ~~proprietary~~market ~~technology~~share, ~~and~~any ~~limited~~of ~~product~~which ~~development.~~could ~~These~~materially ~~operations~~adversely ~~provide~~affect our aprofit ~~limited~~margins. ~~basis~~We ~~for~~cannot assure you tothat ~~assess~~we ~~our~~will ~~ability~~be able to ~~commercialize~~compete ~~any~~effectively ~~product~~against current and future competitors. Aggressive marketing or pricing by our competitors or the ~~advisability~~entrance of ~~investing~~new incompetitors into our ~~securities~~markets could have a material adverse effect on our business, results of operations and financial condition.

NoIf ~~assurance~~we ofbecome ~~success~~subject to product liability claims, personal injury claims or ~~profitability~~defective products our business may be harmed.

We ~~have~~intend noto ~~current~~brand ~~business~~certain products ~~operations~~with ~~and~~our ~~expect~~own brand. Such branding will subject us to ~~incur~~increased ~~significant~~risk ~~losses~~as once branded with our name, we become subject to increased oversight and ~~negative~~regulation, ~~operating~~including ~~cash~~from ~~flow~~the FDA. As a result, our potential liability for product failure will increase significantly. In addition, the ~~foreseeable~~medical ~~future~~supplies we are going to sell and our business in general is exposed to risks inherent in the packaging and distribution of medical supplies, such as mislabeling, adequacy of warnings, and the failure of any particular product to perform as expected. There may come a point where we are required to warn customers regarding any potential negative effects of a particular product. We do not believe we are under any such obligation at this time or will be in the future. We may sell ~~never~~products ~~achieve~~which inadvertently have an adverse effect on the health of individuals. Product liability claims may be asserted against us with respect to any of the products we sell. We do not believe we have any liability for claims related to products we sell but there is no guarantee we either won’t be sued or ~~maintain~~we ~~profitability~~won’t be held responsible. ~~Even~~We ifmay be required to pay for damages for any successful product liability claim against us, although we ~~succeed~~may inhave ~~developing~~the right under applicable laws, rules and ~~commercializing~~regulations ~~one~~to recover from the relevant manufacturer compensation we paid to our customers in connection with a product liability claim. Any product liability claim, product recall, adverse side effects caused by improper use of the products we sell or ~~more~~manufacturing defects may result in adverse publicity regarding us and the products we sell, which would harm our reputation. If we ~~expect~~are found liable for product liability claims, we could be required to ~~incur~~pay ~~losses~~substantial ~~for~~monetary ~~the~~damages. ~~foreseeable~~Furthermore, ~~future~~even if we successfully defend ourselves against this type of claim, we could be required to spend significant management, financial and other resources, which could disrupt our business, and our reputation as well as our brand name, may ~~never~~also ~~become~~suffer. ~~profitable~~We, like many other similar companies that sell medical supplies, do not carry product liability insurance. As a result, any imposition of product liability could materially harm our business, financial condition and results of operations. In addition, we do not have any business interruption insurance due to the limited coverage of any such business interruption insurance, and as a result, any business disruption or natural disaster could severely disrupt our business and operations and significantly decrease our revenue and profitability.

WeThe ~~currently~~failure ~~have~~to ~~outstanding~~manage ~~debt~~growth ~~that~~effectively could ishave ~~convertible~~an ~~into~~adverse ~~shares~~affect ofon our ~~common~~employee ~~stock~~efficiency, atproduct ~~prices~~quality, ~~that~~working ~~may~~capital belevels ~~significantly below the market price at any given time~~ and ~~therefore~~results ~~significant~~of ~~dilution could occur to our current stockholders~~operations.

AtAny ~~July~~significant ~~31,~~growth in ~~2011,~~the wemarket ~~had~~for aour ~~total~~products ofor ~~$591,500~~our inentry ~~debt~~into ~~that~~new ismarkets ~~convertible~~may ~~into~~require ~~shares~~an expansion of our ~~common~~employee ~~stock~~base atfor ~~discount~~managerial, operational, financial, and other purposes. As of upJuly to31, ~~50%~~2012, we had no full time employees. During any period of ~~the~~growth, ~~market~~we ~~price~~may face ~~for~~problems related to our ~~common~~operational ~~stock~~and atfinancial ~~any~~systems ~~given~~and ~~time. The~~controls, ~~conversion~~including ofquality ~~any~~control orand ~~all~~delivery ofand ~~this~~service capacities. ~~debt~~We ~~could~~would ~~result~~also inneed ~~significant~~to ~~dilution~~continue to expand, train and manage our ~~stockholders~~employee atbase. Continued future growth will impose significant added responsibilities upon the ~~time~~members ~~such~~of ~~debt~~management isto ~~converted~~identify, recruit, maintain, integrate, and motivate new employees.

WeAside ~~currently~~from ~~have~~increased ~~stock~~difficulties in ~~options~~the ~~and~~management ~~common~~of ~~stock~~human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the purchase ~~warrants~~of ~~outstanding~~raw ~~that~~materials ~~may~~and besupplies, ~~exercisable~~development atof ~~prices~~new ~~below~~products, and the ~~market~~hiring ~~price~~of ~~for~~additional employees. For effective growth management, we will be required to continue improving our ~~common~~operations, ~~stock~~management, atand ~~any~~financial ~~given~~systems ~~time~~and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that ~~could~~will ~~result~~have ina ~~significant~~negative ~~dilution~~effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our ~~stockholders~~existing and potential customers.

At July 31, 2011, we had a total of 17,500,000 stock options and common stock purchase warrants outstanding exercisable at a weighted average exercise price of $0.04 at that date. The conversion of any or all of these options and warrants could occur at prices below the market price of our common stock at a given time and could cause substantial dilution to our stockholders. In addition, as we seek to raise additional capital to fund our future business operations, we could issue additional stock options and warrants at prices below market that cause additional dilution to our stockholders.10

8We are dependent on certain key personnel and loss of these key personnel could have a material adverse affect on our business, financial condition and results of operations.

WeOur ~~may~~success ~~fail~~is, to ~~successfully~~a ~~bring~~certain extent, attributable to ~~market~~the ~~products~~management, ~~based~~sales onand marketing, and operational and technical expertise of certain key personnel. Each of the named executive officers, including Mr. Tom Toland, our ~~technology~~Chief Executive Officer and President and Richard Dutch, ~~which~~our Chief Operating Officer, perform key functions in the operation of our business. The loss of these employees could have a material adverse effect upon our business, financial condition, and results of operations. We do not maintain key-person insurance for members of our management team because it is cost prohibitive at this point. If we lose the services of any senior management, we may ~~prevent~~not be usable ~~from~~to ~~achieving~~locate ~~product~~suitable ~~sales~~or qualified replacements, and ~~market~~may ~~share~~incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

We ~~had~~will ~~expected~~be dependent to ~~derive~~hire, ~~a substantial portion of our revenues from sales of new solar power products that were under development~~train, retain ~~however~~and weeffectively ~~have~~recruit ~~not~~employees ~~successfully~~and ~~developed~~ any ~~new~~inability ~~solar~~to ~~power~~do ~~products or technologies~~so, wecould ~~will likely be unable to recover the losses we incurred to develop these products and technologies and~~ have ~~been~~a ~~unable~~materially toadverse ~~establish~~affect on our ~~sales~~business, ~~and~~financial condition ~~market share~~ and ~~become~~result ~~profitable.~~of operations.

~~Evaluating~~We must attract, recruit and retain qualified and trained staff in order to operate our business. ~~and~~We ~~future~~face ~~prospects~~competition ~~may~~for personnel from other medical product suppliers. We cannot assure you that we will be ~~difficult~~able ~~due~~to attract, hire and retain sufficient numbers of skilled employees that are necessary to continue to develop and grow our business. Although we are presently in compliance with government licensing requirements, these requirements are subject to change, and in the ~~rapidly~~event ~~changing~~that ~~market~~different ~~landscape~~or stricter professional standards are imposed, we may face difficulty in attracting, hiring and retaining sufficient numbers of personnel with the requisite credentials and qualifications, which could limit our ability to increase revenue or deliver high quality customer service, and this could have a material adverse effect on our financial condition and results of operations.

~~The~~Our ~~market~~ability ~~we are attempting~~ to ~~enter~~implement effectively isour ~~rapidly~~business ~~evolving~~strategy and isexpand ~~experiencing~~our ~~technological~~operations ~~advances~~will ~~and~~depend ~~new~~upon, ~~market~~among ~~entrants.~~other ~~Our~~factors, ~~future~~the ~~success~~successful ~~will~~recruitment ~~require~~and retention usof toadditional ~~commercialize~~highly ~~our~~skilled ~~technology~~ and weexperienced ~~have~~managers ~~limited~~and ~~experience~~other ~~upon~~technical ~~which~~and tomarketing ~~predict~~personnel. ~~whether~~There itis ~~will~~significant competition befor ~~successful.~~technically Asqualified apersonnel ~~result,~~in ~~you should consider~~ our business and ~~prospects in light of the risks, expenses and challenges that~~ we ~~will~~may ~~face~~not asbe ansuccessful ~~early-stage~~in ~~company~~recruiting ~~seeking~~or toretaining ~~develop~~sufficient qualified ~~and~~personnel ~~manufacture~~consistent ~~new~~with ~~products~~our incurrent ~~a growing~~ and ~~rapidly~~future ~~evolving~~operational ~~market~~needs.

~~Any~~Our ~~future~~financial ~~solar~~results ~~power~~may ~~products~~not meet the expectations of investors and may ~~not~~fluctuate ~~gain~~because ~~market~~of ~~acceptance~~many factors and, ~~which~~as ~~would~~a ~~prevent~~result, usinvestors ~~from~~should ~~achieving~~not ~~increased~~rely ~~sales~~on ~~and~~our ~~market~~historical financial ~~share~~data as indicative of future results.

~~The~~Fluctuations ~~development~~in operating results or the failure of aoperating ~~successful~~results ~~market~~to ~~for~~meet ~~solar~~the ~~power~~expectations ~~products~~investors may benegatively ~~adversely~~impact ~~affected~~the byvalue of our securities. Operating results may fluctuate in the future due to a ~~number~~variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in operating results could cause the value of our securities to decline. Investors should not rely on comparisons of results of operations as an indication of future performance. As a result of the factors listed below, ~~many~~it is possible that in future periods results of ~~which~~operations ~~are~~may ~~beyond~~be below the expectations of investors. This could cause the market price of our ~~control,~~securities to ~~including~~decline. Factors that may affect our quarterly results include:

·Ÿ vulnerability of our business to a general economic downturn in California and the U.S. generally; Ÿ fluctuation and unpredictability of the prices of the products we sell; Ÿ seasonality of our business; Ÿ changes in laws that may affect our operations; Ÿ competition from other medical supply companies; and Ÿ our ability to obtain necessary government certifications and/or licenses to conduct our business.

~~our failure to produce solar power products that compete favorably against other solar power products on the basis of cost, quality and performance;~~11

·Our strategy may include acquiring companies which may result in unsuitable acquisitions or failure to successfully integrate acquired companies, which could lead to reduced profitability.

~~whether~~We may embark on a growth strategy through acquisitions of companies or ~~not~~operations that complement existing product lines, customers ~~will~~or ~~accept~~other ~~our~~capabilities. We ~~new~~may ~~technology~~be ~~and~~unsuccessful in identifying suitable acquisition candidates, or may be unable to consummate desired acquisitions. To the extent any ~~products~~future ~~based~~acquisitions are completed, we may be unsuccessful in integrating acquired companies or their operations, or if integration is more difficult than anticipated, we may experience disruptions that could have a material adverse impact on future profitability. Some of the risks that ~~technology; and~~may affect our ability to integrate, or realize any anticipated benefits from, acquisitions include:

·Ÿ unexpected losses of key employees or customer of the acquired company; Ÿ difficulties integrating the acquired company’s standards, processes, procedures and controls; Ÿ difficulties coordinating new product and process development; Ÿ difficulties hiring additional management and other critical personnel; Ÿ difficulties increasing the scope, geographic diversity and complexity of our operations; Ÿ difficulties consolidating facilities, transferring processes and know-how; Ÿ difficulties reducing costs of the acquired company’s business; Ÿ diversion of management’s attention from our management; and Ÿ adverse impacts on retaining existing business relationships with customers.

~~our~~Our ~~failure~~Chief toExecutive ~~develop~~Officer and ~~maintain~~certain related ~~successful~~Company ~~relationships~~Officers ~~with~~and ~~distributors,~~stockholders ~~systems~~possess ~~integrators~~the majority of our voting power, and ~~other~~through ~~resellers~~this ownership, ascontrol ~~well~~our asCompany and ~~strategic~~our ~~partners~~corporate actions.

IfOur current CEO and President, Thomas Toland, our ~~proposed~~Chief ~~solar~~Operating Officer, Richard Dutch, MD Capital Advisors, Inc. and Core Winner Holdings Limited, collectively held approximately 58% of the voting power ~~products~~of ~~fail~~the outstanding shares immediately after this Share Exchange Agreement. If these officers and/or stockholders were to ~~gain~~act ~~market~~as ~~acceptance~~a group, wethey would behave ~~unable~~a controlling influence in determining the outcome of any corporate transaction or other matters submitted to ~~establish~~our ~~sales~~stockholders for approval, including mergers, consolidations and ~~market~~the ~~share~~sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Such officers and/or stockholders may also have the power to ~~achieve~~prevent or cause a change in control. In addition, without the consent of these stockholders, we could be prevented from entering into transactions that could be beneficial to us. The interests of these stockholders may give rise to a conflict of interest with the Company and ~~sustain~~the ~~profitability~~Company’s shareholders. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

~~Technological~~ The ~~changes~~lack inof a ~~the~~market ~~solar~~of ~~power~~our ~~industry~~common stock could ~~render~~affect ~~any~~our ~~future~~ability ~~solar~~to ~~power~~raise ~~products~~working ~~uncompetitive~~capital orand ~~obsolete,~~adversely ~~which~~impact ~~could reduce~~ our ~~market~~ability ~~share and cause our sales~~ to ~~decline~~continue operations.

Our ~~failure~~common tostock ~~develop~~is ~~our~~not currently ~~technology~~quoted ~~and~~on ~~introduce~~any ~~new~~exchange, ~~solar~~there ~~power~~is ~~products~~no ~~could~~or ~~cause~~very ~~our~~limited ~~technology~~liquidity toof ~~become~~our ~~uncompetitive~~common orstock ~~obsolete,~~and ~~which could reduce~~ our ability to ~~sell~~raise ~~products~~capital ~~or gain market share and cause potential~~ through sales toof ~~decline.~~common ~~The~~stock ~~solar power industry~~ is ~~rapidly~~very ~~evolving and competitive~~doubtful. We ~~will~~can ~~need~~offer tono ~~invest~~assurance ~~significant~~that ~~financial~~we ~~resources~~will inbe ~~future~~able ~~research and development~~ to ~~keep~~raise ~~pace~~additional ~~with~~capital ~~technological~~or ~~advances~~generate funds infrom ~~the~~operations ~~solar~~sufficient ~~power industry and~~ to ~~effectively~~meet ~~compete~~our ~~in the future~~obligations. If ~~Our~~we ~~development~~are ~~efforts~~unable ~~may~~to beraise ~~rendered~~sufficient ~~obsolete~~capital byin the ~~technological~~future, we ~~advances of others and other technologies~~ may ~~prove~~not ~~more~~be ~~advantageous~~able ~~for~~to have the ~~commercialization~~resources ofto ~~solar~~continue ~~power~~our ~~products~~normal operations.

~~Our~~Concentrated ~~success~~ownership inof ~~the future may depend on~~ our ~~ability~~common stock tocreates ~~establish~~a ~~and~~risk ~~maintain~~of ~~strategic~~sudden ~~alliances,~~changes ~~and~~in ~~any failure on~~ our ~~part~~common tostock ~~establish and maintain such relationships would adversely affect our market penetration and revenue growth~~price.

WeThe ~~may~~sale beby ~~required~~any toshareholder of ~~establish~~a ~~strategic~~significant ~~relationships~~portion ~~with~~of ~~third~~their ~~parties~~holdings incould ~~the~~have ~~solar~~a ~~power~~material ~~industry,~~adverse ~~including~~effect ~~in international markets. Our ability to establish strategic relationships will depend~~ on ~~a number of factors, many of which are outside our control, such as~~ the ~~competitive~~market ~~position~~price of our ~~technology~~common ~~and our products relative to our competitors~~stock. ~~We currently do not have and we can provide no assurance that we will be able to establish any strategic relationships in the future.~~

In addition, any strategic alliances that we establish, will subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.12

9Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

~~Our~~A ~~management~~substantial ~~team~~majority of the outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not beexceed ~~able~~the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to ~~successfully~~the ~~implement~~sale (the four calendar week rule does not apply to companies quoted on the OTCQB). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our ~~business~~shares ~~strategies~~of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

~~Our~~If ~~management~~we ~~team~~issue ~~has~~additional ~~limited~~shares ~~experience~~or derivative securities in the ~~alternative energy sector~~future, ~~and~~it towill ~~date~~result our management team has been unable to execute on its business strategies, and our product development, the establishment of manufacturing operations and distribution network and our sales and marketing activities have been materially and adversely affected. In addition, we may encounter difficulties in ~~effectively managing~~ the ~~budgeting,~~dilution ~~forecasting and other process control issues presented by any future growth. We may seek to augment or replace members~~ of our ~~management~~existing ~~team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience~~stockholders.

WeOur ~~will~~Certificate ~~compete~~of ~~with~~Incorporation authorizes ~~organizations~~the issuance of ~~all~~up ~~sizes~~to ~~from~~6,475,000,000 ~~multinational~~shares ~~manufacturing~~of ~~and~~common ~~energy~~stock, ~~companies~~$0.001 topar ~~similar~~value ~~sized~~per ~~startup~~share, ~~companies~~and as25,000,000 ~~well~~shares asof ~~research~~preferred stock, ~~and~~$0.001 ~~educational~~par ~~institutions~~value per share. ~~Developments~~ Our byboard ~~competitors~~of directors may ~~render~~choose ~~our~~to ~~technologies~~issue some or ~~potential~~all ~~products~~of ~~obsolete~~such shares, or ~~non-competitive~~derivative securities to purchase some or all of such shares, to provide additional financing in the future.

~~Companies~~We pursuing similar technologies including different but related fields represent substantial competition. Many of these organizations are some of the largest companies in the world and have substantially greater capital resources, research and development staffs and facilities, as well as greater manufacturing and marketing capabilities than we do~~. These~~ ~~organizations~~not ~~also~~plan ~~compete with us~~ to ~~attract~~declare ~~qualified personnel, parties for acquisitions, joint ventures~~ or ~~other~~pay ~~collaborations. As~~any dividends ato ~~result, there is no assurance that~~ our ~~technology~~stockholders ~~will~~in ~~prove~~the ~~viable~~near ~~or that we will be able to compete with these larger organizations to produce any product or service~~future.

~~Existing~~We ~~regulations~~have not declared any dividends in the past, and ~~changes~~we do not intend to ~~such~~distribute ~~regulations~~dividends ~~may~~in ~~present~~the ~~technical~~near future. The declaration, ~~regulatory~~payment and amount ~~economic~~of ~~barriers~~any tofuture dividends will be made at the ~~purchase~~discretion of the board of directors and ~~use~~will depend upon, among other things, the results of ~~solar~~operations, ~~power~~cash ~~products~~flows and financial condition, ~~which~~operating ~~may~~and ~~significantly~~capital ~~reduce~~requirements, ~~demand~~and ~~for~~other ~~our~~factors ~~products~~as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The ~~market~~requirements for electricity generation products is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as internal policies and regulations promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of ~~customer-owned electricity generation. In the United States and in a number of other countries, these regulations and policies are~~ being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar power technology, could be deterred by these regulations and policies, which could result in a ~~significant~~public reduction in the potential demand for our solar power products. For example, utility companies commonly charge fees to larger, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back-up purposes. These fees could increase the cost to our customers of using our solar power products and make them less desirable, thereby harming our business, prospects, results of operations and financial condition. We anticipate that our solar power products and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. There is also a burden in having to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our solar power products company may ~~result~~strain ~~in significant additional expenses to us and~~ our ~~resellers~~resources and ~~their~~distract ~~customers and, as a result, could cause a significant reduction in demand for our solar power products~~management.

~~Compliance~~As ~~with~~a ~~environmental~~public ~~regulations~~company, ~~can~~we are besubject ~~expensive~~to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and ~~noncompliance~~the ~~with~~Sarbanes-Oxley ~~these~~Act ~~regulations~~of ~~may~~2002 ~~result~~(the in“Sarbanes-Oxley ~~adverse~~Act”). These ~~publicity~~requirements are extensive. The Exchange Act requires that we file annual, quarterly and ~~potentially~~current ~~significant~~reports ~~monetary~~with ~~damages~~respect to our business and ~~fines~~financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We ~~are~~may ~~required~~incur tosignificant costs ~~comply~~associated with ~~all~~our ~~foreign,~~public ~~federal,~~company ~~state~~reporting requirements and ~~local~~costs ~~regulations~~associated ~~regarding~~with ~~protection~~applicable ofcorporate ~~the~~governance ~~environment~~requirements. We expect Ifall ~~more stringent regulations are adopted in the future, the costs~~ of ~~compliance~~these ~~with~~applicable ~~these~~rules ~~new~~and regulations ~~could~~to besignificantly ~~substantial.~~increase Weour ~~may~~legal ~~need~~and tofinancial ~~procure~~compliance ~~certain~~costs ~~governmental~~ and ~~other permits~~ to make ~~conduct~~some ~~our~~activities ~~business.~~more Iftime weconsuming ~~fail~~and tocostly. This ~~comply~~may ~~with~~divert ~~present~~management’s orattention ~~future~~from ~~environmental~~other ~~regulations~~business concerns, ~~however,~~which wecould ~~may~~have bea ~~required~~material toadverse ~~pay~~effect ~~substantial~~on ~~fines~~our business, ~~suspend~~financial ~~future~~condition ~~production~~and orresults ~~cease~~of operations. We also ~~The~~expect ~~manufacture~~that ofthese ~~our~~applicable ~~potential~~rules ~~products~~and regulations may ~~use,~~make ~~generate~~it ~~and~~more ~~discharge~~difficult ~~toxic, volatile~~ and ~~otherwise~~more ~~hazardous~~expensive ~~chemicals~~for ~~and~~us ~~wastes.~~to ~~Any~~obtain ~~failure~~director and byofficer usliability toinsurance ~~control~~and ~~the~~we ~~use~~may ~~of,~~be orrequired to ~~restrict~~accept ~~adequately~~reduced ~~the~~policy ~~discharge~~limits ~~of,~~and ~~hazardous~~coverage ~~substances~~or ~~could~~incur ~~subject~~substantially ushigher costs to ~~potentially~~obtain ~~significant~~the ~~monetary~~same ~~damages~~or ~~and~~similar ~~fines~~coverage. As ora ~~suspensions~~result, init ~~our~~may ~~business~~be ~~operations.~~more Indifficult ~~addition,~~for ~~under~~us ~~some~~to ~~foreign,~~attract ~~federal~~ and ~~state~~retain ~~statutes~~qualified individuals ~~and~~to ~~regulations,~~serve aon ~~governmental~~our ~~agency~~board ~~may~~of ~~seek~~directors ~~recovery~~or ~~and~~as ~~response~~executive ~~costs~~officers. We ~~from~~are ~~operators~~currently ofevaluating ~~property~~and ~~where~~monitoring developments ~~releases~~with ofrespect ~~hazardous~~to ~~substances~~these ~~have~~rules, ~~occurred~~and orwe ~~are~~cannot ~~ongoing,~~predict ~~even~~or ifestimate the ~~operator~~amount ~~was~~of ~~not~~additional ~~responsible~~costs ~~for~~we ~~such~~may ~~release~~incur or ~~otherwise~~the timing atof ~~fault~~such costs.

1013

~~Product~~ We ~~liability~~have ~~claims~~not filed ~~against~~our usquarterly ~~could~~reports ~~result~~with inthe ~~adverse~~SEC, ~~publicity~~we ~~and~~may ~~potentially~~never ~~significant~~be ~~monetary~~re-listed ~~damages~~on the OTCQB, or on any exchange.

~~Like~~Under ~~other~~OTCQB ~~retailers,~~rules ~~distributors~~relating to ~~and~~the ~~manufacturers~~timely filing of ~~products~~periodic ~~that~~reports ~~are~~with ~~used~~the ~~by consumers~~SEC, weany ~~may~~OTCQB ~~face~~issuer anwho ~~inherent~~fails ~~risk of exposure~~ to ~~product~~file ~~liability~~a ~~claims~~periodic inreport ~~the~~(Forms ~~event~~10-Q ~~that~~or 10-K) by the ~~use~~due date of ~~the~~such ~~solar~~report, ~~power~~may ~~products~~be weremoved ~~intend~~from tothe ~~sell~~OTCQB ~~results~~and inour ~~injury.~~common ~~Since~~stock ~~our~~may ~~intended~~only ~~products~~be ~~are~~able ~~electricity~~to ~~producing~~be ~~devices,~~traded iton isthe ~~possible~~OTC ~~that~~Pink. We ~~consumers~~are ~~could~~late befiling ~~injured~~this orannual ~~killed~~report byand ~~potential~~we ~~products,~~have ~~whether~~not byfiled ~~product~~the ~~malfunctions,~~quarterly ~~defects,~~report ~~improper~~for ~~installation~~the orperiods ~~other~~ended ~~causes.~~October ~~In addition~~31, we2012 ~~cannot~~and ~~predict~~January 31, ~~whether~~2013. ~~product~~The ~~liability~~trading ~~claims~~of ~~will~~our bestock ~~brought~~was ~~against~~suspended uson inSeptember ~~the~~17, ~~future~~2012 orby the ~~effect~~SEC. ofThe ~~any~~suspension ~~resulting~~ended ~~adverse publicity~~ on ~~our~~September ~~business.~~28, ~~Moreover~~2012. However, ~~we may not have adequate resources~~ in ~~the~~order ~~event~~for ofour acommon ~~successful~~stock ~~claim against us. We will need~~ to ~~evaluate~~resume quotations, the ~~potential~~SEC ~~risks~~requires wethat ~~face~~a ~~and~~broker-dealer ~~procure~~must ~~appropriate~~file ~~levels~~Form of211 ~~insurance~~with ~~for~~the Financial ~~product~~Industry ~~liability~~Regulatory ~~claims. There~~Authority is(“FINRA”), norepresenting ~~assurance~~that weit ~~will~~has besatisfied ~~able~~all toapplicable ~~afford~~requirements, including ~~such~~those ~~coverage~~of toRule ~~adequately~~15c2-11 ~~protect~~and ~~the~~FINRA ~~Company~~Rule ~~and~~6432. ~~its~~We ~~stockholders. The~~have ~~successful~~no ~~assertion~~agreement ofwith any ~~future~~broker ~~product~~dealer ~~liability~~to ~~claims~~file ~~against~~Form us15c-211. ~~could~~Accordingly, our ~~result~~securities inmay ~~potentially~~be ~~significant~~worthless ~~monetary damages~~ and ifwe ~~any~~may ~~insurance~~be ~~protection~~forced ~~is inadequate~~ to ~~cover~~curtail ~~these~~or ~~claims,~~abandon ~~they~~our ~~could~~business ~~require us to make significant payments~~plan.

IfPersons weassociated ~~fail~~with tosecurities ~~adequately~~offerings, including ~~protect~~consultants, ormay ~~enforce~~be ~~our~~deemed ~~intellectual property rights or secure rights~~ to ~~patents~~be ofbroker ~~others, the value of our intellectual property rights would diminish~~dealers.

~~Our~~In ~~success,~~the ~~competitive~~event ~~position~~that ~~and~~any ~~future~~of our ~~revenues~~securities ~~will~~are ~~depend~~offered inwithout ~~part~~engaging ona ~~our~~registered ~~ability~~broker-dealer, ~~and~~we ~~the~~may ~~abilities~~face ofclaims for rescission and other remedies. If any ~~licensors~~claims weor ~~may~~actions ~~engage,~~were to ~~obtain~~be ~~and~~brought ~~maintain~~against ~~patent~~us ~~protection~~relating ~~for~~to our ~~products,~~lack ~~methods~~of compliance with the broker-dealer requirements, ~~processes~~we could ~~and~~be ~~other~~subject ~~technologies~~to penalties, required to ~~preserve~~pay ~~our~~fines, ~~trade~~make ~~secrets~~damages payments or settlement payments, toor ~~prevent~~repurchase ~~third~~such ~~parties~~securities. In addition, ~~from~~any ~~infringing~~claims onor ~~our~~actions ~~proprietary~~could ~~rights~~force ~~and~~us to ~~operate~~expend ~~without~~significant ~~infringing~~financial ~~the~~resources ~~proprietary~~to ~~rights~~defend our company, could divert the attention of ~~third~~our ~~parties~~management from our core business and could harm our reputation.

WeFuture ~~cannot~~changes ~~predict:~~in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

·A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

We have the right ~~degree~~to ~~and~~issue ~~range~~up to 25,000,000 shares of ~~protection~~preferred ~~any~~stock, ~~patents~~which ~~will~~may ~~afford~~adversely usaffect ~~against~~the ~~competitors,~~voting ~~including~~power ~~whether~~of ~~third~~the ~~parties~~holders ~~will~~of ~~find~~our ~~ways~~other securities toand ~~invalidate~~may deter hostile takeovers or ~~otherwise~~delay ~~circumvent~~changes ~~our~~in ~~licensed~~management ~~patents;~~control.

·We may issue up to 25,000,000 shares of preferred stock from time to time in one or more series, and with such rights, preferences and designations as our board of directors may determine from time to time. To date, our board of directors have authorized Series A and B of preferred stock. Additionally, our board of directors, without further approval of our common stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series of our preferred stock. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our other securities and may, under certain circumstances, have the effect of deterring hostile takeovers or delay changes in management control.

ifThe ~~and~~market ~~when~~price ~~patents~~of ~~will~~our ~~issue;~~common stock may fluctuate significantly.

·If we are successful in getting our common stock re-listed on any exchange, the market price of our common shares may fluctuate significantly in response to factors, some of which are beyond our control, such as:

~~whether~~· orthe ~~not~~announcement ~~others~~of ~~will~~new ~~obtain~~products ~~patents~~or ~~claiming~~product ~~aspects~~enhancements ~~similar~~by tous ~~those~~or ~~covered by~~ our ~~licensed patents and patent applications~~competitors; or

· developments concerning intellectual property rights and regulatory approvals;

~~whether~~· wequarterly ~~will~~variations ~~need~~in toour ~~initiate~~and ~~litigation~~our orcompetitors’ ~~administrative~~product ~~proceedings~~development ~~which~~activities ~~may~~or beresults ~~costly~~of ~~whether we win or lose.~~operations;

~~Our~~· ~~success~~changes also depends upon the skills, knowledge and experience of our scientific and technical personnel, our consultants and advisors as well as any licensors and contractors. To help protect our proprietary know-how and our inventions for which patents may be unobtainable or difficult to obtain, we will rely on trade secret protection and confidentiality agreements. To this end and to the extent possible, we intend to require all of our employees and consultants to enter into agreements which prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries and inventions important to our business. These agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in ~~the~~earnings ~~event~~estimates ~~of any unauthorized use~~ or ~~disclosure~~recommendations ~~or the lawful development~~ by ~~others~~securities of such information. If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.analysts;

If· wedevelopments ~~infringe~~in ~~the~~our ~~rights~~industry; ~~of third parties we could be prevented from selling products, forced to pay damages,~~ and ~~defend against litigation.~~

If· ~~our~~general ~~products,~~market ~~methods,~~conditions ~~processes~~ and other ~~technologies infringe the proprietary rights of other parties~~factors, weincluding ~~could~~factors ~~incur~~unrelated ~~substantial~~to ~~costs~~our ~~and~~own weoperating ~~may have to:~~performance.

·Further, the stock market in general has recently experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme volatility in the price of our common shares, which could cause a decline in the value of our common shares. You should also be aware that price volatility might be worse if the trading volume of our common shares is low.

~~obtain licenses, which may not be available on commercially reasonable terms, if at all;~~14

·Trading of our common stock is limited.

~~redesign~~Prior to the Order of Suspension, trading of our ~~products~~common stock was on the Over-the-Counter Quotation Board, or ~~processes~~“OTCQB.” toThis ~~avoid~~has ~~infringement;~~adversely effected the liquidity of our securities, not only in terms of the number of securities that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts' and the media's coverage of us. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.

·Because it is a “penny stock,” it will be more difficult for you to sell shares of our common stock.

~~stop~~ Our ~~using~~common stock is a “penny stock.” Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the ~~subject~~SEC. ~~matter~~This ~~claimed~~document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock ~~patents~~market. ~~held~~A bybroker ~~others~~must also give a purchaser, ~~which~~orally ~~could~~or ~~cause~~in uswriting, tobid ~~lose~~and offer quotations and information regarding broker and salesperson compensation, make a written determination that the ~~use~~penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. The penny stock rules may make it difficult for you to sell your shares of ~~one~~our orstock. ~~more~~Because of the rules, there is less trading in penny stocks. Also, many brokers choose not to participate in penny-stock transactions. Accordingly, you may not always be able to resell shares of our ~~product~~common ~~candidates;~~stock publicly at times and prices that you feel are appropriate.

·We currently have outstanding debt that is convertible into shares of our common stock at prices that may be significantly below the market price at any given time and therefore significant dilution could occur to our current stockholders.

~~pay~~At ~~damages;~~July 31, 2012, we had a total of $198,500 in debt that is convertible into shares of our common stock at discount of up to 50% of the market price for our common stock at any given time. The conversion of any or all of this debt could result in significant dilution to our stockholders at the time such debt is converted.

·We currently have stock options and common stock purchase warrants outstanding that may be exercisable at prices below the market price for our common stock at any given time that could result in significant dilution to our stockholders.

~~defend~~At ~~litigation~~July or31, ~~administrative~~2012, ~~proceedings~~we ~~which~~had a ~~may~~total beof ~~costly~~16,500,000 ~~whether~~stock weoptions ~~win~~and common stock purchase warrants outstanding exercisable at a weighted average exercise price of $0.03 at that date. The conversion of any or ~~lose,~~all of these options and ~~which~~warrants could ~~result~~occur inat prices below the market price of our common stock at a given time and could cause substantial ~~diversion~~dilution ofto our ~~valuable~~stockholders. ~~management~~In ~~resources~~addition, as we seek to raise additional capital to fund our future business operations, we could issue additional stock options and warrants at prices below market that cause additional dilution to our stockholders.

11ITEM 2. PROPERTIES.

WeOur ~~rely~~executive onoffices ~~key~~are located ~~executive~~at ~~officers~~319 ~~and~~Clematis ~~scientific~~Street ~~advisors~~– Suite 400, West Palm Beach, Florida 33401 and ~~their~~are ~~knowledge~~provided to us on a month to month basis by a limited liability corporation controlled by our Chief Financial Officer. We also utilize space in Centennial, Colorado that is provided to us on a month to month basis by a corporation in which one of our ~~business~~directors ~~and~~is ~~technical~~affiliated ~~expertise~~with. ~~would~~These bespaces ~~difficult~~are provided to ~~replace~~us free of charge.

We currently do not have a key scientific advisor or chief technical officer with knowledge of our technology. As such, we have been unable to significantly advance the development of our intellectual property during the past fiscal year. We also do not have “key person” life insurance policies for any of our officers. The loss of the technical knowledge and management and industry expertise of any of our current or future key personnel could result in delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect our operating results.15

IfITEM we3. ~~are~~LEGAL ~~unable to hire additional qualified personnel, our ability to grow our business may be harmed~~PROCEEDINGS.

WeOur ~~will~~company ~~need~~is tonot ~~hire~~a ~~additional qualified personnel with expertise~~ party in ~~solar~~to ~~cell~~any ~~technology~~bankruptcy, ~~government~~receivership ~~regulation,~~or ~~development~~other ~~and~~legal ~~manufacturing~~proceeding, and ~~sales~~to ~~and~~the ~~marketing.~~best Weof ~~may~~our ~~face significant competition for qualified individuals~~knowledge, ~~and~~no ~~we cannot be certain that our search for~~ such ~~personnel~~proceedings ~~will~~by beor ~~successful.~~against us ~~Attracting~~have ~~and~~been ~~retaining qualified personnel will be critical to our success~~threatened.

~~Risks~~ITEM ~~Related~~4. toREMOVED ~~Doing~~AND ~~Business in China~~ RESERVED

~~Adverse~~PART changes in political and economic policies of the Peoples Republic of China (PRC) government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our anticipated products and materially and adversely affect our competitive position. II

·(a) Market information.

The trading of our stock was suspended on September 17, 2012 by the ~~amount~~SEC. The suspension ended on September 28, 2012. However, in order for our common stock to resume quotations, the SEC requires that a broker-dealer must file Form 211 with the Financial Industry Regulatory Authority (“FINRA”), representing that it has satisfied all applicable requirements, including those of ~~government~~Rule ~~involvement;~~15c2-11 and FINRA Rule 6432. Through September 16, 2012 our common stock was quoted on the Over-the-Counter Quotation Board, or “OTCQB” under the trading symbol “SGLN”. The following table lists the high and low bid information for our common stock as quoted on the OTCQB for the fiscal years ended 2012 and 2011, respectively:

	Price Range
Quarter Ended	High ($)	Low ($)
October 31, 2010	$0.018	$0.003
January 21, 2011	0.0036	0.0013
April 30, 2011	0.0056	0.014
July 31, 2011	0.0069	0.018

October 31, 2011	.0034	.001
January 21, 2012	.0028	.001
April 30, 2012	.0016	.003
July 31, 2012	.0012	.0003

The above quotations from the ~~level~~OTCQB ofreflect ~~development;~~inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

·(b) Holders.

~~the~~The ~~growth~~number ~~rate;~~of record holders of our common stock as of March 21, 2013, was approximately 140 based on information received from our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in “street” or “nominee” name with a brokerage firm or other fiduciary.

·(c) Dividends.

~~the~~We ~~control~~have ofnot ~~foreign~~paid ~~exchange;~~or declared any dividends on our common stock and we do not anticipate paying dividends on our common stock for the foreseeable future.

·(d) Securities authorized for issuance under equity compensation plans.

~~the allocation of resources.~~16

~~While~~We ~~the~~have ~~Chinese economy has grown significantly in recent years,~~ the ~~growth~~following ~~has~~securities authorized ~~been~~for ~~uneven,~~issuance ~~both~~under ~~geographically~~our ~~and~~equity ~~among~~compensation ~~various~~plans ~~sectors~~as of ~~the~~July ~~economy~~31, 2012. ~~The~~This ~~PRC~~includes ~~government~~our ~~has~~2002 ~~implemented~~Stock ~~various~~Option ~~measures~~Plan, covering up to ~~encourage~~1,000,000 ~~economic~~shares ~~growth and guide the allocation~~ of ~~resources.~~our ~~Some~~common ~~of these measures benefit the overall Chinese economy~~stock, ~~but~~our ~~may~~2003 ~~also~~Stock ~~have~~Option aPlan ~~negative~~covering ~~effect~~up onto ~~us.~~2,500,000 ~~For~~shares ~~example,~~of our ~~financial~~common ~~condition~~stock and our ~~results~~2007 ofStock ~~operations~~Option ~~may~~Plan becovering ~~adversely~~up ~~affected~~to by18,000,000 ~~government~~shares ~~control~~of ~~over~~our ~~capital~~common ~~investments or changes in tax regulations that are applicable to us~~stock.

~~The~~Equity ~~Chinese~~Compensation ~~economy~~Plan has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business. The PRC government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the PRC government to slow the pace of growth of the Chinese economy could result in decreased capital expenditure by solar energy users, which in turn could reduce demand for our anticipated products. Information

Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of renewable energy investments and expenditures in China, which in turn could lead to a reduction in demand for our anticipated products and consequently have a material adverse effect on our businesses.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	$-0-	-0-
Equity compensation plans not approved by security holders	16,500,000	$0.03	5,000,000
Total	16,500,000	$0.03	5,000,000

12The purpose of both the 2003 Stock Option Plan and the 2007 Stock Option Plan (together the “Plans”) is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives designed to attract, retain and motivate employees, directors and consultants. Incentives may consist of opportunities to purchase or receive shares of the Company’s common stock. Grants may include both purchase options as well as direct grants of common shares upon conversion of accrued salaries, bonuses, notes payable, fees or other similar payments due from us to an eligible participant. The Plans are administered by our board of directors which determines the terms of all grants including their term, exercise price and vesting period, if applicable. Generally, grants must be at least 100% of the fair market value of our common stock on the date of grant and may be exercisable for up to ten years.

~~Uncertainties~~Recent ~~with~~Sales ~~respect~~of toUnregistered Equity ~~the Chinese legal system could have a material adverse effect on us.~~ Securities

WeShares ~~could~~issued conduct a substantial portion of our business through an agreement with third parties that conducts a majority of their business in China. These arrangements may be subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for ~~reference~~conversion ~~but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms~~ of subordinated ~~foreign~~debentures ~~investments in China. However, since these laws~~ and ~~regulations~~accrued ~~are~~interest relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

~~Restrictions~~On onSeptember ~~currency~~2, 2011 ~~exchange~~the ~~may~~Company ~~limit~~issued ~~our~~13,333,333 ~~ability~~shares of common stock to ~~receive~~Asher Enterprises, Inc., upon the conversion of $15,000 of debentures and ~~use~~$1,000 ~~our~~of ~~revenues~~unpaid ~~effectively~~interest on the debentures. The shares were issued at approximately $0.0012 per share.

~~Foreign~~On ~~exchange~~September ~~transactions~~19, 2011 bythe ~~companies~~Company ~~under~~issued ~~China’s~~10,000,000 ~~capital~~shares ~~account~~of ~~continue~~common stock to beAsher ~~subject~~Enterprises, toInc., ~~significant~~upon ~~foreign~~the ~~exchange~~conversion ~~controls~~of ~~and~~$10,000 ~~require~~of ~~the~~debentures. The ~~approval~~shares ofwere ~~PRC~~issued ~~governmental~~at ~~authorities~~approximately $0.001 per share.

~~DESCRIPTION~~On OFSeptember ~~BUSINESS~~26, 2011 OFthe ~~SURGLINE~~Company issued 12,500,000 ~~INC~~shares of common stock to Asher Enterprises, Inc., upon the conversion of $10,000 of debentures. The shares were issued at approximately $0.008 per share.

On ~~September~~October 13, 2011 the Company issued 27,913,846 weshares ~~entered~~of ~~into~~common ~~and~~stock ~~consummated~~to ~~the~~Peak ~~First~~One ~~Amendment~~Opportunity toFund, ~~the~~LLP ~~Agreement~~upon ~~Concerning~~the ~~that~~conversion ~~Exchange~~of $20,000 of ~~Securities~~debentures and ~~(the~~$7,216 ~~“Share~~of ~~Exchange~~unpaid ~~Agreement”)~~interest ~~with~~on ~~SurgLine,~~the ~~Inc~~debentures., aThe ~~Nevada~~shares ~~corporation~~were ~~(“SurgLine”)~~issued ~~and~~at ~~the~~approximately ~~shareholders~~$0.000975 ofper ~~SurgLine~~share.

~~COMPANY~~On ~~OVERVIEW~~October 4, 2011 the Company issued 10,000,000 shares of common stock to Asher Enterprises, Inc., upon the conversion of $6,000 of debentures. The shares were issued at approximately $0.0006 per share.

~~SurgLine,~~On ~~Inc~~October ~~(“SurgLine”)~~6, ~~was~~2011 the ~~formed~~Company inissued ~~March~~10,000,000 shares of ~~2011.~~common ~~Our~~stock ~~plan is~~ to ~~provide~~Asher ~~our own proprietary label~~Enterprises, ~~of high quality medical and surgical products at discount prices~~Inc. ~~The~~, ~~Company’s~~upon ~~founders saw~~ the ~~need~~conversion toof ~~help reduce costs in the acute care healthcare system~~$6,000 ~~and particularly that~~ of ~~the Operating Rooms~~debentures. The shares ~~Company’s~~were ~~core~~issued ~~business~~at ~~strategy~~approximately is$0.0006 ~~simply:~~per Source and sell the highest quality medical and surgical products for substantially less, thereby reducing the “historical brand premium” that has historically been absorbed by healthcare end users, including hospitals, outpatient surgery centers, medical clinics, self-insured employers, managed care organizations, commercial insurance carriers and state and federal governmental payersshare.

~~Widespread~~On ~~economic~~October ~~challenges~~10, ~~have~~2011 the ~~impacted~~Company ~~all~~issued ~~healthcare~~15,000,000 ~~providers~~shares ~~as costs~~ of ~~goods~~common ~~continue~~stock to ~~rise~~Asher Enterprises, ~~patient reimbursement becomes more difficult and a growing percentage of patients have either lost their health insurance or are in default on their medical bills~~Inc., ~~The~~upon ~~healthcare~~the ~~sector~~conversion ~~consumes 16.2%~~ of ~~the economy and is growing annually.1 Combined with these factors~~$9,000 70of ~~million baby boomers who either have entered or will be entering retirement age 2 are putting additional pressure on the healthcare system~~debentures. The shares ~~demand~~were ~~for~~issued ~~healthcare~~at ~~services~~approximately ~~is tied closer to age than any other factor~~$0.0006 Weper ~~believe the pressure on healthcare providers has never been greater and this trend is expected to accelerate~~share.

WeOn ~~intend~~October to14, ~~provide lower cost products by selling high volume disposable medical products at substantially lower prices when compared to~~ 2011 the ~~historical~~Company ~~supply~~issued chain sources available on the market. We plan to accomplish this by sourcing products within the U.S. and globally from many of the same factories that produce similar products for the world’s largest medical companies. The traditional acquisition cost of medical and surgical supplies13, ~~instrumentation~~333,333 ~~equipment,~~shares ~~hospital~~of ~~beds,~~common ~~operating~~stock ~~lights and more sold by the largest medical/surgical suppliers can hover at five~~ to ~~ten~~Asher ~~fold markups. We plan on attacking the “brand premium” much in the same way as Costco has with their Kirkland private label brand~~Enterprises, ~~or Home Depot has with their Hampton Bay brand~~Inc. ~~Essentially~~, weupon ~~plan on offering virtually similar products, with our SurgLine brand, at substantial savings by reducing~~ the ~~massive~~conversion ~~markup percentages that are passed on to the end users. We believe our sourcing and competitive advantage is based on over a decade~~ of ~~international~~$8,000 ~~business relationships~~ of ~~our~~debentures. ~~executive~~The shares ~~management~~were ~~team~~issued ~~with~~at ~~worldwide~~approximately ~~manufacturers~~$0. ~~Because~~0006 ofper ~~the relationships developed by our executives, we have connections to nearly 200 different manufacturers globally and over 10,000 products already identified~~share.

~~Additionally,~~On ~~our~~October ~~executives~~20, ~~have~~2011 the ~~long~~Company ~~and~~issued ~~successful industry track records and long standing relationships with key healthcare decision makers~~12,240.000 Weshares ~~believe~~of ~~that~~common ~~healthcare,~~stock ~~like~~to ~~many~~Asher ~~businesses~~Enterprises, ~~is a relationship business~~Inc., ~~Knowing~~upon ~~who~~the ~~makes~~conversion ~~the~~of ~~decisions~~$5,000 ~~within~~of ~~organizations~~debentures and $1,120 ~~having~~of ~~access~~unpaid tointerest ~~that~~on ~~person~~the isdebentures. aThe ~~distinct~~shares ~~advantage~~were ~~over~~issued anat ~~industry~~approximately ~~outsider~~$0.0005 ~~Our~~per ~~founders’ 100 plus years of healthcare experience will be leveraged to drive our success~~share.

1317

~~The~~On ~~Management~~November ~~team~~17, 2011 ~~believes that there is substantial likelihood that there will be an erosion in Hospital “physician preference” arrangements in~~ the ~~future~~Company ~~which~~issued ~~historically~~40,000,000 ~~has~~shares ~~allowed~~of ~~the~~common ~~physician~~stock to ~~select~~Peak ~~his~~One orOpportunity ~~her~~Fund, ~~own~~LLP ~~preferred products~~upon tothe ~~use~~conversion ~~with~~of ~~less~~$30,000 ~~regard~~of ~~for economic cost~~debentures. The ~~These~~shares ~~arrangements~~were ~~may~~issued ~~come~~at ~~under~~approximately ~~scrutiny~~$0.00075 ~~due~~per ~~to downward financial pressures being placed on hospitals and surgery center operators by the payer community including the governmental payers in an effort to reign in costs~~share.

~~TARGET~~On ~~MARKETS~~November ~~AND~~18, 2011 ~~MARKETING~~the ~~STRATEGY~~Company issued 14,925,373 shares of common stock to Asher Enterprises, Inc., upon the conversion of $10,000 of debentures. The shares were issued at approximately $0.00067 per share.

~~Our~~On ~~initial~~November ~~target market will be to identify and contract with successful stock and bill distributors and institutional buyers. These entities purchase in bulk~~23, 2011 ~~have~~ the ~~ability~~Company toissued ~~stock and support products~~16,119,403 ~~have~~shares ~~direct~~of ~~relationships~~common ~~with~~stock ~~healthcare institutions and are highly motivated~~ to ~~cut~~Asher ~~costs~~Enterprises, ~~to meet institutional demands~~Inc., Weupon ~~will~~the ~~endeavor~~conversion toof ~~form relationships with stock and bill distributors that have end user customers in place as well as in-depth product knowledge. Additionally~~$10,000 ~~we believe it is easier to service a hand full~~ of ~~large~~debentures and ~~customers~~$800 ~~in the beginning rather than to attempt to sell directly to end users that would take hundreds~~ of ~~accounts~~unpaid tointerest ~~match~~on the ~~revenue potential~~debentures. We ~~intend~~The toshares ~~leverage~~were ~~the~~issued ~~existing~~at ~~relationships~~approximately of$0.00067 ~~our~~per ~~executives and associates with buyers that have already shown great interest~~share.

~~The~~On ~~initial~~September ~~product~~2, 2011 ~~focus~~the ~~will~~Company beissued on13,333,333 ~~surgical~~shares ~~products,~~of ~~both~~common ~~disposable~~stock ~~and~~to ~~instrumentation.~~Asher WeEnterprises, ~~believe~~Inc., ~~these~~upon ~~are~~the ~~high~~conversion ~~volume~~of $16,000 ~~high~~of ~~margin~~debentures and ~~products. Where possible~~$5,522 weof ~~intend~~unpaid tointerest ~~brand~~on the ~~products~~debentures. ~~with~~The ~~our~~shares ~~own~~were ~~label~~issued ~~“Surg”. An~~at ~~example~~approximately of$0.001575 ~~the~~per ~~product range is:~~ share.

—On January 23, 2012 the Company issued 10,000,000 shares of common stock to Hanover Holdings, LLC., upon the conversion of $5,000 of debentures. The shares were issued at approximately $0.0005 per share.

~~Surgical~~On ~~Instruments~~January ~~including~~30, ~~but~~2012 the ~~not~~Company ~~limited~~issued 13,969,560 shares of common stock to: Hanover Holdings, LLC upon the conversion of $5,000 of debentures, $485 of unpaid interest on the debentures, and $1,500 of legal services. The shares were issued at approximately $0.0005 per share.

~~i.e.:~~On ~~Scissors~~January 30, ~~forceps~~2012 the Company issued 31,250,000 ~~basket~~shares ~~punches~~of common stock to Asher Enterprises, ~~reamers~~Inc., upon the conversion of $15,000 of debentures. The shares were issued at approximately $0.00048 per share.

—On February 1, 2012 the Company issued 22,916,667 shares of common stock to Asher Enterprises, Inc., upon the conversion of $10,000 of debentures and $1,000 of unpaid interest on the debentures. The shares were issued at approximately $0.00048 per share.

~~Surgical~~On ~~Sets~~February /7, ~~Specialties~~2012 the ~~(not~~Company ~~limited~~issued 24,689,393 shares of common stock to) Peak One Opportunity Fund, LLP., upon the conversion of $13,000 of debentures and $3,295 of unpaid interest on the debentures. The shares were issued at approximately $0.00066 per share.

—On March 14, 2012 the Company issued 22,727,273 shares of common stock to Asher Enterprises, Inc., upon the conversion of $10,000 of debentures. The shares were issued at approximately $0.00044 per share.

~~Hand~~On &March ~~foot~~19, 2012 the Company issued 32,432,432 shares of common stock to Asher Enterprises, Inc., upon the conversion of $12,000 of debentures. The shares were issued at approximately $0.00037 per share.

—On April 23, 2012 the Company issued 44,500,000 shares of common stock to Asher Enterprises, Inc., upon the conversion of $6,000 of debentures and $1,120 of unpaid interest on the debentures. The shares were issued at approximately $0.00016 per share.

~~Hips~~On ~~and~~May ~~knees~~29, 2012 the Company issued 66,666,667 shares of common stock to Asher Enterprises, Inc., upon the conversion of $12,000 of debentures. The shares were issued at approximately $0.00018 per share.

—On June 4, 2012 the Company issued 66,666,667 shares of common stock to Asher Enterprises, Inc., upon the conversion of $12,000 of debentures. The shares were issued at approximately $0.00018 per share.

~~Spine products, including but not limited to pedicle screws, plates, rods, hooks, cages and biologics~~18

—On June 11, 2012 the Company issued 36,000,000 shares of common stock to Asher Enterprises, Inc., upon the conversion of $6,000 of debentures and $1,200 of unpaid interest on the debentures. The shares were issued at approximately $0.0002 per share.

~~Small~~On ~~Fragment~~July ~~sets~~2, 2012 the Company issued 66,666,667 shares of common stock to Asher Enterprises, Inc., upon the conversion of $10,000 of debentures. The shares were issued at approximately $0.00015 per share.

—On July 11, 2012 the Company issued 80,000,000 shares of common stock to Asher Enterprises, Inc., upon the conversion of $12,000 of debentures. The shares were issued at approximately $0.00015 per share.

~~Includes:~~On ~~tray~~July 18, ~~instruments~~2012 the Company issued 26,666,667 ~~screws~~shares of common stock to Asher Enterprises, ~~implants~~Inc., ~~etc~~upon the conversion of $3,000 of debentures and $1,000 of unpaid interest on the debentures. The shares were issued at approximately $0.00015 per share.

—Shares issued for conversion of convertible notes

~~Emergency~~In ~~Removal~~November 2011, the Company issued $100,000 in convertible notes to seven investors. The notes convert at a discount equal to 50% of the average of the lowest three trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. Accordingly, in November 2011, upon the Company receiving Conversion Notices on the $100,000 convertible notes from the noteholders, the Company issued 146,853,147 shares of restricted common stock. The shares were issued at $0.00068 per share.

—Shares issued upon conversion of Series A Preferred Stock

~~Broken~~On ~~screws~~September 6, ~~implant~~2011 ~~removal~~the Company issued 32,894,167 shares of common stock upon the conversion of 39,473 shares of Series A Preferred Stock. Pursuant to the Certificate of Designation of the Preferred Stock, as amended, the shares were issued at approximately $0.0012 per share.

—Other issuance of shares of common stock

~~Full~~On ~~Range~~October 20, 2011, the Company issued 76,677,667 shares of ~~Endoscopes~~common ~~covering~~stock ~~several~~pursuant ~~specialties~~to Debt Settlement and Release Agreements in exchange for the cancellation of $43,007 of accounts payable. The shares were issued at approximately $0.0006 per share.

—On March 27, 2012 the Company issued 10,000,000 shares of common stock in a private placement for $0.0005 per share. The Company received proceeds of $5,000.

~~Full~~On ~~Range~~May 1, 2012, pursuant to the Agreement Concerning that Exchange of Securities (the “Agreement”) with Eden Surgical ~~Disposable~~Technologies, -LLC ~~single~~(“Eden”), a ~~use~~Texas ~~items~~limited liability company and the equity holders of Eden, the Company agreed to acquire all of the outstanding membership interests of Eden in exchange (the “Exchange”) for the issuance of 50,000,000 shares of the Company’s common stock.

—On May 1, 2012 the Company issued 75,036,208 shares of common stock pursuant to a one year consulting agreement.

~~Custom~~We ~~Surgical~~offered ~~Packs~~and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. We relied on this exemption and rule based on the fact that there were a limited number of investors, all of whom were accredited investors and (i) either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (ii) we had obtained subscription agreements from such investors indicating that they were purchasing for investment purposes only. The securities were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as permitted by Rule 135c under the Securities Act.

As our business focus develops, we intend to expand the depth and breadth of product offerings based on customer demand. Also, we may decide to sell directly to select end user customers in situations where the additional margin opportunity more than offsets the costs of managing those customers. 19

~~GROWTH~~ITEM ~~STRATEGY~~6. SELECTED FINANCIAL DATA

WeNot ~~intend~~required tofor ~~focus~~smaller ~~our~~reporting ~~initial efforts on revenue and sales to buyers located within the Southwest region of the U~~companies.S. As we expand and refine our business, we intend to leverage existing relationships in major metropolitan markets throughout the U.S. We anticipate expanding sales and marketing efforts nationwide. As working capital permits, we plan to recruit a national sales force of experienced medical product sales professionals who have their own network of relationships in each market. These relationships will be leveraged in the same manner with sales focused on stocking distributors with existing end user customer bases in place, as well as product knowledge.

~~COMPETITION~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We will be competing against traditional purveyors of medical supplies in the medical/surgical supply space. Specifically, we will compete with Medtronic, Stryker, Johnson and Johnson, Henry Schein, McKesson, PSS World Medical, and Medline as well as a variety of small privately held local and regional distributors throughout the marketplace. General:

~~Henry~~During ~~Schein~~the year ended July 31, ~~Inc.~~2012, ~~distributes~~the ~~healthcare~~Company ~~products~~had entered into and ~~services~~announced ~~primarily~~several agreements related to ~~office~~sales and marketing, including a non-~~based~~binding Letter ~~healthcare~~of ~~practitioners. It~~Intent ~~also~~(“LOI”) ~~provides~~to ~~branded~~acquire ~~and~~a ~~generic~~distributor. ~~pharmaceuticals,~~The ~~vaccines,~~Company ~~diagnostic~~and ~~tests,~~the ~~infection-control~~distributor ~~products,~~were ~~X-ray~~not ~~products,~~able ~~equipment,~~to ~~vitamins~~satisfy the closing conditions and ~~animal~~accordingly ~~health~~the ~~products.~~transaction Itwas ~~operates~~not incompleted. Among the ~~United States~~agreements, ~~Australia,~~various ~~Austria,~~distributors ~~Belgium,~~had ~~Canada,~~agreed ~~the~~to ~~People~~carry the Company’s ~~Republic~~products. The distributors were either unable to purchase the necessary full line of ~~China,~~inventory from the ~~Czech~~Company or ~~Republic,~~the ~~France,~~Company ~~Germany,~~decided ~~Ireland,~~not ~~Italy,~~to ~~Luxembourg,~~ship inventory to the ~~Netherlands,~~distributors ~~New~~on ~~Zealand~~consignment, ~~Portugal,~~per ~~Slovakia,~~their ~~Spain,~~request. ~~Switzerland~~Additionally, the ~~United~~Company ~~Kingdom,~~did not ~~Iceland,~~have ~~Israel,~~sufficient ~~Saudi~~working ~~Arabia,~~capital ~~and~~to ~~the~~procure ~~United~~any ~~Arab~~significant ~~Emirates.~~level ~~The~~of ~~company~~inventory ~~was~~(see ~~founded~~Risk inFactors), ~~1992~~as ~~and~~many isof ~~headquartered~~our vendors required either letters of credit or cash in ~~Melville,~~advance ~~New~~of ~~York~~production.

14On September 17, 2012 the Securities and Exchange Commission (“SEC”) issued an Order of Suspension of Trading of our common stock. In the order the SEC stated that it appeared that there is a lack of current and accurate information concerning the securities of the issuers named in the order, including the Company. According to the SEC, questions have arisen concerning the adequacy and accuracy of press releases and public filings concerning the company’s operations. The suspension ended on September 28, 2012. However, in order for our common stock to resume quotations, the SEC requires that a broker-dealer must file Form 211 with the Financial Industry Regulatory Authority (“FINRA”), representing that it has satisfied all applicable requirements, including those of Rule 15c2-11 and FINRA Rule 6432. We have no agreement with any broker dealer to file Form 15c-211. Accordingly, our securities may be worthless and we may be forced to curtail or abandon our business plan.

~~McKesson~~The ~~Corporation~~following ~~distributes ethical~~ discussion and ~~proprietary~~analysis ~~drugs,~~of ~~medical-surgical~~our ~~supplies~~financial ~~and~~condition ~~equipment,~~ and ~~health~~results ~~and~~of ~~beauty~~operations ~~care~~should ~~products~~be read in ~~North~~conjunction ~~America.~~with ~~Its~~the ~~customers~~consolidated ~~include~~financial statements ~~hospitals, physicians, homecare providers, retail pharmacies,~~ and ~~payers~~notes inthereto ~~North~~for ~~America,~~ the ~~United~~year ~~Kingdom,~~ended ~~Ireland,~~July ~~other European countries~~31, ~~Asia~~2012 ~~Pacific,~~ and ~~Israel.~~for ~~The~~the ~~company~~period ~~was~~of ~~founded~~March in15, ~~1833~~2011(inception ~~and~~date isof ~~based~~SurgLine, Inc.) into ~~San~~July ~~Francisco~~31, ~~California~~2011.

~~PSS~~The ~~World~~independent ~~Medical,~~auditors’ report ~~Inc.,~~on ~~together~~our ~~with~~financial ~~its~~statements ~~subsidiaries,~~for ~~distributes~~the ~~medical~~year ~~products~~ended ~~and~~July ~~equipment~~31, ~~pharmaceutical~~2012 ~~products,~~and ~~healthcare~~for ~~information~~the ~~technology,~~period ~~and~~from ~~billing~~inception ~~services~~(March 15, 2011) to ~~alternate-site~~July 31, ~~healthcare~~2011 ~~providers~~includes ina ~~the~~“going ~~United~~concern” ~~States.~~explanatory Asparagraph ofthat ~~April~~describes 2,substantial ~~2010,~~doubt itabout ~~operated~~our aability ~~distribution~~to ~~network~~continue as ~~consisting~~a ofgoing 27concern. ~~full-service~~Management’s ~~distribution~~plans ~~centers,~~in 34regard ~~break-freight~~to ~~locations,~~the ~~and~~factors 2prompting ~~redistribution~~the ~~facilities.~~explanatory ~~The~~paragraph ~~company~~are ~~was~~discussed ~~founded~~below and also in ~~1983~~Note ~~and~~1 isto ~~based~~the inaudited ~~Jacksonville,~~consolidated ~~Florida~~financial statements.

~~Medline~~While ~~was~~our ~~founded~~independent inauditor has ~~1966,~~presented ~~but~~our ~~its~~financial ~~roots~~statements ~~date~~on ~~back~~the ~~100~~basis ~~years~~that ~~when~~we ~~A.L.~~are ~~Mills~~a ~~started~~going ~~Northwestern~~concern, ~~Garment~~which ~~Factory.~~contemplates ~~Since then,~~ the ~~company~~realization ~~has~~of ~~grown~~assets ~~into America's largest privately held national manufacturer~~ and the ~~distributor~~satisfaction of ~~health~~liabilities ~~care~~in ~~supplies and services. Medline provides products and services to~~ the ~~entire~~normal ~~continuum~~course of ~~care,~~business ~~including~~over ~~hospitals,~~a ~~extended~~reasonable ~~care~~length ~~facilities,~~of ~~surgery centers~~time, ~~commercial~~they ~~laundries,~~have ~~home~~raised ~~care~~a ~~dealers,~~substantial doubt ~~home~~about ~~care~~our ~~agencies,~~ability ~~physician~~to ~~offices~~continue ~~and~~as ~~other~~a ~~alternate~~going ~~care sites~~concern. ~~Headquartered in Mundelein, IL, Medline has more than 6,800 employees in North America, including an 800 person dedicated sales force.~~

We(a) Liquidity and ~~believe~~Capital that our strategy of delivering virtually similar proprietary products from many of the same supply sources, in many cases, virtually identical private labeled products at substantial savings to the end user that will average 20% to 30% or more will allow us to be highly successful against the legacy competitorsResources.

WeFor ~~believe~~ the ~~larger~~year ~~legacy~~ended ~~companies~~July 31, ~~are~~2012, ~~bloated~~net ~~with~~cash ~~thousands~~used ofin ~~employees,~~operating ~~tremendous~~activities ~~inefficiencies~~was ~~due~~$357,444 compared to ~~their~~$213,785 ~~sheer~~for ~~size,~~the ~~and~~period ~~that~~ended ~~they~~July ~~cannot~~31, ~~afford~~2011. toNet ~~reduce~~loss was ~~their~~$2,737,499 ~~prices~~for tothe ~~their~~year ~~customers~~ended byJuly ~~20%~~31, 2012 compared to ~~30%~~$699,871 orfor ~~more~~the asperiod weended ~~plan~~July to31, do2011. ~~Some~~The ofnet ~~these~~loss ~~large~~in ~~suppliers~~the ~~have~~current period ~~attempted~~was toimpacted ~~shift~~by ~~their~~stock ~~customers~~compensation toexpense ~~use~~of ~~their~~$1,577,022, ~~own~~beneficial ~~“private~~conversion ~~labeled~~features ~~products”~~related into anconvertible ~~attempt~~promissory notes toof ~~lower~~$223,776, amortization of the ~~end~~discount ~~user’s~~on ~~cost~~convertible ~~while~~debentures ~~retaining~~of $202,417, the ~~customer;~~initial ~~however~~expense on derivative liabilities of $130,687, ~~their~~the ~~private~~impairment ~~label~~of ~~strategy~~investment ~~leaves~~in ~~very~~subsidiary ~~substantial~~of ~~margins~~$25,000 and ~~profits~~amortization ~~while~~of ~~reducing~~deferred financing costs of $18,631. The net loss in the ~~end~~year ~~user’s~~ago ~~cost~~period byincludes ~~only~~$439,580 aassociated ~~small~~with ~~percentage~~the ~~savings~~issuance onof ~~average~~common stock and warrants.

~~The~~Net ~~Company’s~~cash ~~competitors~~provided ~~have~~by ~~longer~~financing activities ~~operating~~for ~~histories,~~the ~~significantly~~year ~~greater~~ended ~~financial,~~July ~~technical~~31, ~~marketing~~2012 was $315,900 ~~service~~compared ~~and~~to ~~other~~$263,500 ~~resources~~for ~~and~~the ~~significantly~~period ~~greater~~ended ~~name~~July ~~recognition~~31, 2011. AsFor athe ~~result~~year ended July 31, ~~such~~2012 ~~competitors~~the ~~may~~Company bereceived ~~able~~$216,000 toon ~~devote~~the ~~greater~~issuance ~~resources~~of toconvertible ~~the~~debentures, ~~development~~$100,000 ~~and~~on ~~marketing~~the issuance of ~~their~~convertible notes ~~platforms~~payable, ~~and~~$10,400 ~~may~~on bethe ~~able~~issuance toof ~~respond~~related ~~more~~party ~~quickly~~notes toand ~~changes~~$5,000 infrom ~~customer~~the ~~requirements~~sale orof ~~product~~common ~~technology~~stock. ~~Accordingly~~For the year ended July 31, ~~there~~2012 ~~can~~the beCompany nopaid ~~assurance~~$15,000 ~~that~~closing costs on the ~~Company~~newly ~~will~~issued ~~compete~~convertible ~~successfully~~debentures. ~~with~~For ~~existing~~the orperiod ~~new~~ended ~~competitors~~July 31, or2011 the ~~that~~Company received proceeds of $263,000 from the ~~competition~~sale ~~will~~of ~~not~~shares ~~have~~of acommon ~~material~~stock ~~adverse~~and ~~effect~~$8,000 on the ~~business,~~issuance ~~operating~~of ~~results~~notes orpayable ~~financial~~related parties, ~~condition~~and ofalso ~~the~~repaid$7,500 ~~Company~~of ~~(See~~related ~~“RISK~~party ~~FACTORS”)~~notes payable.

~~The~~For ~~Company~~the ~~currently~~year ~~has~~ended noJuly 31, ~~full~~2012, ~~time~~cash ~~employees~~and ~~other~~cash ~~than~~equivalents decreased by $41,544 compared to an increase of $49,011 for the ~~above~~period ~~officers~~ended July 31, 2011. Ending ~~The~~cash ~~Company~~and iscash ~~not~~equivalents aat ~~party~~July 31, 2012 was $7,467 compared to ~~any~~$49,011 ~~collective~~at ~~bargaining~~July ~~agreements~~31, 2011.

~~FACILITIES~~We have limited cash and cash equivalents on hand and need to raise funds to continue to be able to support our operating expenses and to meet our other obligations as they become due. Sources available to us that we may utilize include the sale of unsecured convertible debentures, as well as the exercise of outstanding options and warrants, all of which may cause dilution to our stockholders.

~~The Company’s administrative offices are located at 5348 Vegas Drive, Las Vegas, NV 89108. The Company also leases office space in Newport Beach, Ca. on a month-to-month basis.~~ 20

~~LIQUIDITY~~(b) Results ~~AND~~of ~~CAPITAL RESOURCES~~Operations.

~~The~~OPERATING Company’s only known potential sources of capital are possible proceeds from private placements, issuance of notes payable, loans from its officers, and cash from future revenues after the Company commences sales. The Company may require additional financing to continue operations, and there is no assurance that such additional financing will be available.EXPENSES

~~GOVERNMENT~~Operating ~~REGULATION~~expenses for the year ended July 31, 2012 were $2,121,141 compared to expenses of $699,871 for the period ended July 31, 2011, as follows:

The Medical Device Amendments of 1976 to the federal Food, Drug and Cosmetic Act and the Safe Medical Devices Act of 1990, together with regulations issued or proposed thereunder, provide for regulation by the FDA of the design, manufacture and marketing of medical devices, including most of the Company’s products.

	July 31,
	2012	2011
Stock compensation, non employees	$ 1,577,022	$ 439,580
Management and consulting fees, related parties	290,400	101,400
Consulting fees	117,500	65,000
Selling, general and administrative	49,279	75,544
Legal and accounting	86,940	18,347
	$ 2,121,141	$ 699,871

~~The~~OTHER ~~FDA’s~~INCOME Quality System regulations set forth standards for the Company’s product design and manufacturing processes, require the maintenance of certain records and provide for inspections of the Company’s facilities by the FDA. There are also certain requirements of state, local and foreign governments that must be complied with in the manufacturing and marketing of the Company’s products. (EXPENSE)

15Other expenses for the year ended July 31, 2012 were $655,468. The fair value change in derivative liabilities included in other expenses for the year ended July 31, 2011 was $130,372. Interest expense of $276,320 for the year ended July 31, 2012 is summarized as:

Most of the Company’s products are purchased from third party manufacturers that fall into FDA classifications that require notification of and review by the FDA before marketing, submitted as a 510(k). Section 510(k) of the Food, Drug and Cosmetic Act requires device manufacturers who must register, to notify FDA of their intent to market a medical device at least 90 days in advance. This is known as Premarket Notification - also called PMN or 510(k). This allows FDA to determine whether the device is equivalent to a device already placed into one of the three classification categories. Thus, "new" devices (not in commercial distribution prior to May 28, 1976) that have not been classified can be properly identified. Specifically, medical device manufacturers are required to submit a premarket notification if they intend to introduce a device into commercial distribution for the first time or reintroduce a device that will be significantly changed or modified to the extent that its safety or effectiveness could be affected. Such change or modification could relate to the design, material, chemical composition, energy source, manufacturing process, or intended use. Prior to selling any product that requires a 510(k) approval, we ascertain that the manufacturer has complied with 510(k). Certain of the Company’s products require extensive clinical testing, consisting of safety and efficacy studies, followed by PMA applications for specific surgical indications.

Amortization of debenture note discounts		$ 202,417
Debenture interest		14,110
Amortization of debt issuance costs		18,631
Notes interest, related		3,989
Note and other interest		37,173
Total interest expense		$ 276,320

SurgLine also is subject to the laws that govern the manufacture and distribution of medical devices of each country in which the Company manufactures or sells products. The member states of the European Union (EUc) Off-Balance ~~have~~sheet adopted the European Medical Device Directives, which create a single set of medical device regulations for all EU member countries. These regulations require companies that wish to manufacture and distribute medical devices in EU member countries to obtain CE Marking for their products. SurgLine has authorization to apply the CE Marking to substantially all of its products. arrangements

~~Initiatives~~During ~~sponsored by government agencies, legislative bodies and~~ the ~~private~~fiscal ~~sector~~year toended ~~limit~~July ~~the growth of healthcare expenses generally and hospital costs in particular~~31, ~~including price regulation and competitive pricing~~2012, ~~are ongoing in markets where~~ the Company ~~does~~did ~~business. It is~~ not ~~possible~~engage toin ~~predict~~any ~~at this time the long~~off-~~term~~balance ~~impact~~sheet ofarrangements ~~such~~as ~~cost-containment~~defined ~~measures~~in onItem ~~the~~303 ~~Company’s~~of ~~future~~Regulation ~~business~~S-K.

RISK FACTORS ASSOCIATED WITH THE BUSINESS OF SURGLINE, INC.

We have a limited operating history on which to base an investment decision.

We are a newly created startup company that has very limited operating history. As a startup company, we are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures. There is no history upon which to base any assumption as to the likelihood that the company will prove successful. We cannot provide investors with any assurance that our services will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail.

Our success in the future may depend on our ability to establish and maintain strategic alliances, and any failure on our part to establish and maintain such relationships would adversely affect our market penetration and revenue growth.

We may be required to establish strategic relationships with third parties in the medical and surgical products industry, including agreements with stocking distributors, sales channel agreements and others. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control, such as the competitive position of our product and marketing plan relative to our competitors. We may not be able to establish other strategic relationships in the future.

In addition, any strategic alliances that we establish may subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.

Our management team may not be able to successfully implement our business strategies.

If our management team is unable to execute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

If we infringe the rights of third parties we could be prevented from selling products, forced to pay damages, and defend against litigation.

If our products infringe the proprietary rights of other parties, we could incur substantial costs and we may have to:

obtain licenses, which may not be available on commercially reasonable terms, if at all;

redesign our product to avoid infringement;

stop using the subject matter claimed in the patents held by others, which could cause us to lose the use of one or more of our products;

pay damages; or

defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our valuable management resources.

If we are unable to hire additional qualified personnel, our ability to grow our business may be harmed.

We will need to hire additional qualified personnel with expertise in the medical and surgical products industry related to procurement of product, sales and marketing. We may face significant competition for qualified individuals, and we cannot be certain that our search for such personnel will be successful. Attracting and retaining qualified personnel will be critical to our success.

If we fail to develop our brand and advertise the products we sell effectively, our business may suffer.

We believe that developing and maintaining awareness of our brand is critical to achieving widespread acceptance of our existing and future services and products and is an important element in attracting new customers. We believe that our efforts to build our brand, including advertisements that will be designed to promote our corporate image, our merchandise and the pricing of such products, will involve significant expense. Our proposed brand promotion activities may not yield revenue, and even if they do, any increased revenue may not offset the expenses we incurred in building our brands. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain any existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business could suffer.

We are subject to shifting customer preferences and we may fail to optimize our product offerings and inventory positions.

Consumer and healthcare provider’s preferences in the medical supply industry change rapidly and are difficult to predict. The success of our business depends on our ability to predict accurately and respond to future changes in such preferences, carry the inventory demanded by customers, deliver the appropriate quality of products, price products correctly and implement effective purchasing procedures. We must optimize our product selection and inventory positions based on these preferences and sales trends. If we fail to anticipate, identify or react appropriately to changes and adapt our product selection to these changing preferences, we could experience excess inventories, higher than normal markdowns or an inability to sell the products we sell, which, in turn, could significantly reduce our revenue and have a material adverse effect on our business, financial condition and results of operations.

If we fail to maintain optimal inventory levels, our inventory holding costs could increase or cause us to lose sales, either of which could have a material adverse effect on our business, financial condition and results of operations.

While we must maintain sufficient inventory levels to operate our business successfully and meet our customers’ demands, we must be careful to avoid amassing excess inventory. Changing consumer demands, manufacturer backorders and uncertainty surrounding new product launches expose us to increased inventory risks. Demand for products can change rapidly and unexpectedly, including the time between when the product is ordered from the supplier to the time it is offered for sale. We carry a wide variety of products and must maintain sufficient inventory levels of the products we sell. We may be unable to sell certain products in the event that consumer demand changes. Our inventory holding costs will increase if we carry excess inventory. However, if we do not have a sufficient inventory of a product to fulfill customer orders, we may lose orders or customers, which may adversely affect our business, financial condition and results of operations. We cannot assure you that we can accurately predict consumer demand and events and avoid over-stocking or under-stocking products.

Due to the initial geographic concentration of sales in Southern California, our results of operations and financial condition are subject to fluctuations in regional economic conditions.

A significant percentage of our total sales will initially be made in Southern California. We believe that for the foreseeable future, approximately 80%-90% of our future revenues will be generated from this area. Our concentration of sales in this area heightens our exposure to adverse developments related to competition, as well as economic and demographic changes in this region. Our geographic concentration might result in a material adverse effect on our business, financial condition or results of operations in the future.

If any of our customers fail to pay all or part of their invoices or delay payment, our results of operations and financial condition will be adversely affected.

Currently we have no accounts receivables. However, once we begin making sales, we will begin building accounts receivables. The standard credit period for most of our customers is anticipated to be approximately net 60 days. There is no assurance that our accounts receivable will be fully repaid on a timely basis. If any of our customers with accounts receivables fail to pay all or part of the accounts receivable or delay the payment due to us for whatever reason, our net profit will decrease and our profitability will be adversely affected.

Disruptions in our ability to source product and any changes in the competitive environment for our products may adversely affect our profitability.

We plan to sell a broad range of medical related products. A significant disruption in the supply of these products could decrease inventory levels and sales, and materially adversely affect our business and financial results. Shortages of products or interruptions in transportation systems, labor strikes, work stoppages, war, acts of terrorism or other interruptions or difficulties in the employment of labor or transportation in the markets in which we purchase products may adversely affect our ability to maintain sufficient inventories of our products to meet consumer demand. If we were to experience a significant or prolonged shortage of products from any of our suppliers and could not procure the products from other sources, we would be unable to meet customer demand, which, in turn, would adversely affect our sales, margins and customer relations. Further, rising cost of labor and consumer goods in general could reduce our margins, and reduce our net earnings.

Our operations would be materially adversely affected if third-party carriers were unable to transport our products on a timely basis.

All of our products are shipped through third party carriers. If a strike or other event prevented or disrupted these carriers from transporting our products, other carriers may be unavailable or may not have the capacity to deliver our products to our customers. If adequate third party sources to ship our products were unavailable at any time, our business would be materially adversely affected.

We face increasing competition from both domestic and foreign companies and, if we cannot effectively compete, our business will be harmed.

The medical supply industry in which we operate is highly fragmented and competitive. Our ability to compete in the industry is, to a significant extent, dependent on our ability to distinguish our wholesale distribution of medical supplies and related products from those of our competitors by providing high quality services and products with competitive prices and convenient access. We compete directly with local suppliers and with large foreign multinational companies that offer services and products that are similar to ours. Some of these competitors have larger local or regional customer bases, more locations, more brand equity, and substantially greater financial, marketing and other resources than we have. We anticipate that our competitors will continue to improve their wholesale distribution or retail medical supply businesses and may be in a stronger position to respond quickly to potential acquisitions and other market opportunities.

We cannot assure you that our current or potential competitors will not provide wholesale distribution or retail medical supply services and products comparable or superior to those we provide or adapt more quickly than we do to evolving industry trends or changing market requirements. Increased competition may result in price reductions, reduced margins and loss of market share, any of which could materially adversely affect our profit margins. We cannot assure you that we will be able to compete effectively against current and future competitors. Aggressive marketing or pricing by our competitors or the entrance of new competitors into our markets could have a material adverse effect on our business, results of operations and financial condition.

If we become subject to product liability claims, personal injury claims or defective products our business may be harmed.

We intend to brand certain products with our own brand. Such branding will subject us to increased risk as once branded with our name, we become subject to increased oversight and regulation, including from the FDA. As a result, our potential liability for product failure will increase significantly. In addition, the medical supplies we are going to sell and our business in general is exposed to risks inherent in the packaging and distribution of medical supplies, such as mislabeling, adequacy of warnings, and the failure of any particular product to perform as expected. There may come a point where we are required to warn customers regarding any potential negative effects of a particular product. We do not believe we are under any such obligation at this time or will be in the future. We may sell products which inadvertently have an adverse effect on the health of individuals. Product liability claims may be asserted against us with respect to any of the products we sell. We do not believe we have any liability for claims related to products we sell but there is no guarantee we either won’t be sued or we won’t be held responsible. We may be required to pay for damages for any successful product liability claim against us, although we may have the right under applicable laws, rules and regulations to recover from the relevant manufacturer compensation we paid to our customers in connection with a product liability claim. Any product liability claim, product recall, adverse side effects caused by improper use of the products we sell or manufacturing defects may result in adverse publicity regarding us and the products we sell, which would harm our reputation. If we are found liable for product liability claims, we could be required to pay substantial monetary damages. Furthermore, even if we successfully defend ourselves against this type of claim, we could be required to spend significant management, financial and other resources, which could disrupt our business, and our reputation as well as our brand name, may also suffer. We, like many other similar companies that sell medical supplies, do not carry product liability insurance. As a result, any imposition of product liability could materially harm our business, financial condition and results of operations. In addition, we do not have any business interruption insurance due to the limited coverage of any such business interruption insurance, and as a result, any business disruption or natural disaster could severely disrupt our business and operations and significantly decrease our revenue and profitability.

The failure to manage growth effectively could have an adverse affect on our employee efficiency, product quality, working capital levels and results of operations.

Any significant growth in the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of July 31, 2011, we had zero full time employees. During any period of growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the purchase of raw materials and supplies, development of new products, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse affect on our business, financial condition and results of operations.

Our success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise of certain key personnel. Each of the named executive officers, including Mr. Tom Toland, our Chief Executive Officer and President and Richard Dutch, our Chief Operating Officer, perform key functions in the operation of our business. The loss of these employees could have a material adverse effect upon our business, financial condition, and results of operations. We do not maintain key-person insurance for members of our management team because it is cost prohibitive at this point. If we lose the services of any senior management, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

We will be dependent to hire, train, retain and effectively recruit employees and any inability to do so, could have a materially adverse affect on our business, financial condition and result of operations.

We must attract, recruit and retain qualified and trained staff in order to operate our business. We face competition for personnel from other medical product suppliers. We cannot assure you that we will be able to attract, hire and retain sufficient numbers of skilled employees that are necessary to continue to develop and grow our business. Although we are presently in compliance with government licensing requirements, these requirements are subject to change, and in the event that different or stricter professional standards are imposed, we may face difficulty in attracting, hiring and retaining sufficient numbers of personnel with the requisite credentials and qualifications, which could limit our ability to increase revenue or deliver high quality customer service, and this could have a material adverse effect on our financial condition and results of operations.

Our ability to implement effectively our business strategy and expand our operations will depend upon, among other factors, the successful recruitment and retention of additional highly skilled and experienced managers and other technical and marketing personnel. There is significant competition for technically qualified personnel in our business and we may not be successful in recruiting or retaining sufficient qualified personnel consistent with our current and future operational needs.

Our financial results may not meet the expectations of investors and may fluctuate because of many factors and, as a result, investors should not rely on our historical financial data as indicative of future results.

Fluctuations in operating results or the failure of operating results to meet the expectations investors may negatively impact the value of our securities. Operating results may fluctuate in the future due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in operating results could cause the value of our securities to decline. Investors should not rely on comparisons of results of operations as an indication of future performance. As a result of the factors listed below, it is possible that in future periods results of operations may be below the expectations of investors. This could cause the market price of our securities to decline. Factors that may affect our quarterly results include:

vulnerability of our business to a general economic downturn in California and the U.S. generally;

fluctuation and unpredictability of the prices of the products we sell;

seasonality of our business;

changes in laws that may affect our operations;

competition from other medical supply companies; and

our ability to obtain necessary government certifications and/or licenses to conduct our business.

Our strategy may include acquiring companies which may result in unsuitable acquisitions or failure to successfully integrate acquired companies, which could lead to reduced profitability.

We may embark on a growth strategy through acquisitions of companies or operations that complement existing product lines, customers or other capabilities. We may be unsuccessful in identifying suitable acquisition candidates, or may be unable to consummate desired acquisitions. To the extent any future acquisitions are completed, we may be unsuccessful in integrating acquired companies or their operations, or if integration is more difficult than anticipated, we may experience disruptions that could have a material adverse impact on future profitability. Some of the risks that may affect our ability to integrate, or realize any anticipated benefits from, acquisitions include:

unexpected losses of key employees or customer of the acquired company;

difficulties integrating the acquired company’s standards, processes, procedures and controls;

difficulties coordinating new product and process development;

difficulties hiring additional management and other critical personnel;

difficulties increasing the scope, geographic diversity and complexity of our operations;

difficulties consolidating facilities, transferring processes and know-how;

difficulties reducing costs of the acquired company’s business;

diversion of management’s attention from our management; and

adverse impacts on retaining existing business relationships with customers.

Our Chief Executive Officer and certain related Company Officers and stockholders possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.

Our current CEO and President, Thomas Toland, our Chief Operating Officer, Richard Dutch, MD Capital Advisors, Inc. and Core Winner Holdings Limited, collectively hold approximately 58% of the voting power of the outstanding shares immediately after this Share Exchange Agreement. If these officers and/or stockholders were to act as a group, they would have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Such officers and/or stockholders may also have the power to prevent or cause a change in control. In addition, without the consent of these stockholders, we could be prevented from entering into transactions that could be beneficial to us. The interests of these stockholders may give rise to a conflict of interest with the Company and the Company’s shareholders. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

Concentrated ownership of our common stock creates a risk of sudden changes in our common stock price.

The sale by any shareholder of a significant portion of their holdings could have a material adverse effect on the market price of our common stock.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A substantial majority of the outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTCQB). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

The securities issued in connection with the Share Exchange are restricted securities and may not be transferred in the absence of registration or the availability of a resale exemption.

The shares of common stock being issued in connection with the Share Exchange are being issued in reliance on an exemption from the registration requirements under Section 4(2) of the Securities Act and Regulation D promulgated thereunder or Regulation S. Consequently, these securities will be subject to restrictions on transfer under the Securities Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been satisfied, including certain holding period requirements. As a result, a purchaser who receives any such securities issued in connection with the Share Exchange may be unable to sell such securities at the time or at the price or upon such other terms and conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

If we issue additional shares or derivative securities in the future, it will result in the dilution of our existing stockholders.

Our Certificate of Incorporation authorizes the issuance of up to 6,475,000,000 shares of common stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share. Our board of directors may choose to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional financing in the future.

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our resources and distract management.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

If we do not file our quarterly or annual reports with the SEC, we may be de-listed from the OTCQB.

OTCQB is the middle tier of the OTC market. OTCQB companies report to the SEC or a U.S. banking regulator, making it easy for investors to identify companies that are current in their reporting obligations. There are no financial or qualitative standards to be in this tier. OTCQB securities may also be quoted on the FINRA BB. The OTCQB allows investors to easily identify reporting companies traded in the OTC market regardless of where they are quoted.

Under OTCQB rules relating to the timely filing of periodic reports with the SEC, any OTCQB issuer who fails to file a periodic report (Forms 10-Q or 10-K) by the due date of such report, period we may be removed from the OTCQB and our common stock may only be able to be traded on the OTC Pink. The OTC Pink is the bottom tier of the OTC market – a speculative trading marketplace that helps broker-dealers get the best prices for investors. Accordingly, our securities may become worthless and we may be forced to curtail or abandon our business plan.

Persons associated with securities offerings, including consultants, may be deemed to be broker dealers.

In the event that any of our securities are offered without engaging a registered broker-dealer, we may face claims for rescission and other remedies. If any claims or actions were to be brought against us relating to our lack of compliance with the broker-dealer requirements, we could be subject to penalties, required to pay fines, make damages payments or settlement payments, or repurchase such securities. In addition, any claims or actions could force us to expend significant financial resources to defend our company, could divert the attention of our management from our core business and could harm our reputation.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

We have the right to issue up to 25,000,000 shares of preferred stock, which may adversely affect the voting power of the holders of our other securities and may deter hostile takeovers or delay changes in management control.

We may issue up to 25,000,000 shares of preferred stock from time to time in one or more series, and with such rights, preferences and designations as our board of directors may determine from time to time. To date, our board of directors have authorized Series A and B of preferred stock. Additionally, our board of directors, without further approval of our common stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series of our preferred stock. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our other securities and may, under certain circumstances, have the effect of deterring hostile takeovers or delay changes in management control.

ITEM 2.

PROPERTIES.

Our executive offices are located at 319 Clematis Street – Suite 703, West Palm Beach, Florida 33401 and are provided to us on a month to month basis by a corporation in which our officers and director are affiliated. We also utilize space in Centennial, Colorado that is provided to us on a month to month basis by a corporation in which one of our directors is affiliated with. These spaces are provided to us for $600 and $225 respectively on a monthly basis during the year ended July 31, 2011 and included the use of office space and the occasional use of fax machines, copy machines and other office equipment for which we paid nominal service fees.

ITEM 3.

LEGAL PROCEEDINGS.

Our company is not a party in to any bankruptcy, receivership or other legal proceeding, and to the best of our knowledge, no such proceedings by or against us have been threatened.

ITEM 4.

REMOVED AND RESERVED

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a)

Market information.

Our common stock is quoted on the Over-the-Counter Bulletin Board, or “OTCQB” under the trading symbol “CNUV”. The following table lists the high and low bid information for our common stock as quoted on the OTCQB for the fiscal years ended 2011 and 2010, respectively:

	Price Range
Quarter Ended	High ($)	Low ($)
October 31, 2009	$0.013	$0.007
January 21, 2010	0.008	0.004
April 30, 2010	0.006	0.004
July 31, 2010	0.006	0.003
October 31, 2010	.0018	.003
January 21, 2011	.0036	.0013
April 30, 2011	.0056	.0014
July 31, 2011	.0069	.0018

The above quotations from the OTCQB reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

(b)

Holders.

The number of record holders of our common stock as of November 7, 2011, was approximately 86 based on information received from our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in “street” or “nominee” name with a brokerage firm or other fiduciary.

(c)

Dividends.

We have not paid or declared any dividends on our common stock and we do not anticipate paying dividends on our common stock for the foreseeable future.

(d)

Securities authorized for issuance under equity compensation plans.

We have the following securities authorized for issuance under our equity compensation plans as of July 31, 2011. This includes our 2002 Stock Option Plan, covering up to 1,000,000 shares of our common stock, our 2003 Stock Option Plan covering up to 2,500,000 shares of our common stock and our 2007 Stock Option Plan covering up to 18,000,000 shares of our common stock.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	$-0-	-0-
Equity compensation plans not approved by security holders	16,500,000	$0.03	5,000,000
Total	16,500,000	$0.03	5,000,000

The purpose of both the 2003 Stock Option Plan and the 2007 Stock Option Plan (together the “Plans”) is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives designed to attract, retain and motivate employees, directors and consultants. Incentives may consist of opportunities to purchase or receive shares of the Company’s common stock. Grants may include both purchase options as well as direct grants of common shares upon conversion of accrued salaries, bonuses, notes payable, fees or other similar payments due from us to an eligible participant. The Plans are administered by our board of directors which determines the terms of all grants including their term, exercise price and vesting period, if applicable. Generally, grants must be at least 100% of the fair market value of our common stock on the date of grant and may be exercisable for up to ten years.

Recent Sales of Unregistered Equity Securities

Shares issued for conversion of subordinated debentures and accrued interest

On December 9, 2010 the Company issued 11,442,360 shares of common stock upon the conversion of $12,500 of debentures and $5,522 of unpaid interest on the debentures. The shares were issued at approximately $0.001575 per share.

From May 1, 2011 through July 31, 2011 the Company issued 79,508,834 shares of common stock upon the conversion of $107,000 of debentures and $12,720 of unpaid interest on the debentures. The shares were issued at an average conversion price of $0.001485 per share.

Shares issued upon conversion of Series A Preferred Stock

On February 2, 2011, the Company issued 18,390,805 shares of common stock upon the conversion of 20,000 shares of Series A Preferred Stock. Pursuant to the Certificate of Designation of the Preferred Stock, as amended the shares were issued at approximately $0.001087 per share.

On February 14, 2011 the Company issued 36,936,879 shares of common stock upon the conversion of 39,938 shares of Series A Preferred stock. Pursuant to the Certificate of Designation of the Preferred Stock, as amended, the shares were issued at approximately $0.001081 per share.

On April 1, 2011 the Company issued 10,949,427 shares of common stock upon the conversion of 28,651 shares of Series A Preferred Stock. Pursuant to the Certificate of Designation of the Preferred Stock, as amended, the shares were issued at approximately $0.001337 per share.

From May 1, 2011 through July 31, 2011 the Company issued 137,022,337 shares of common stock upon the conversion of $161,110 shares of Series A Preferred Stock. Pursuant to the Certificate of Designation of the Preferred Stock, as amended, the shares were issued at approximately $0.00175 per share.

Issuances of shares of common stock to affiliated parties

On February 14, 2011 the Company issued 22,000,000 shares of common stock upon the conversion of $32,955 of notes payable. The shares were issued at an average price of approximately $0.0015 per share.

On March 31, 2011 and April 18, 2011 the Company issued a total of 25,000,000 shares of restricted common stock to an officer and director of the Company in satisfaction of $76,665 of amounts owed. The shares were issued at an average price of approximately $.003 per share.

On July 6, 2011 the Company issued 28,000,000 shares of restricted common stock to a former officer of the Company in satisfaction of $38,500 of amounts owed. The shares were issued at an approximately $.001375 per share.

Other issuance of shares of common stock

From December 21, 2010 to January 7, 2011 the Company issued 34,500,000 shares of common stock upon the conversion of $33,300 of notes payable. The shares were issued at an average price of approximately $0.00096 per share.

On February 14, 2011, the Company issued 13,266,666 shares of common stock pursuant to Debt Settlement and Release Agreements in exchange for the cancellation of $19,900 of notes and accrued liabilities. The shares were issued at $0.0015, the price of the common stock on the date the parties had agreed to the settlements.

On April 11, 2011 the Company issued 10,000,000 shares to a consultant. The Company valued the shares at $.004, (the price of the common stock on the date of the agreement) and recorded an expense of $40,000 for the year ended July 31, 2011.

We offered and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. We relied on this exemption and rule based on the fact that there were a limited number of investors, all of whom were accredited investors and (i) either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (ii) we had obtained subscription agreements from such investors indicating that they were purchasing for investment purposes only. The securities were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as permitted by Rule 135c under the Securities Act.

ITEM 6.

SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General:

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended July 31, 2011 and 2010.

The independent auditors’ report on our financial statements for the years ended July 31, 2011 and 2010 includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 1 to the audited consolidated financial statements.

While our independent auditor has presented our financial statements on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, they have raised a substantial doubt about our ability to continue as a going concern.

(a)

Liquidity and Capital Resources.

For the year ended July 31, 2011, net cash used in operating activities was $159,692 compared to $108,250 for the year ended July 31, 2010. Net loss was $306,723 for the year ended July 31, 2011 compared to $772,061 for the year ended July 31, 2010. The net loss in the current period were impacted by a write off of bad debt of $52,855, a gain of $115,561 on a debt settlement with the CEO, whereby the market value of shares of preferred stock that were issued in exchange for debt cancellation were less than the debt cancelled and a gain on the sale of the shares of our equity position in IGAM of $493,454. Also included in the current period were non-cash expenses of $516,946 of which $313,437 is associated with the fair market valuation of the convertible debentures, $163,509 is amortization, and $40,000 of common stock based compensation to consultants.

The net loss in the year ago period includes net non-cash expenses of $628,551 of which $123,908 are costs associated with the issuance of common stock and warrants, $171,240 of depreciation and amortization expense and $333,403 related to impairment of assets. These non cash expenses were offset by a decrease in the derivative liability of $154,188 and a change in the minority interest of $5,036.

Net cash provided by financing activities for the year ended July 31, 2011 was $172,940 compared to $108,350 for the year ended July 31, 2010. For the year ended July 31, 2011 the Company received $206,000 on the issuance of convertible notes, $18,200 on the issuance of related party notes and $5,000 on the issuance of notes payable. For the year ended July 31, 2011 the Company repaid $38,760 of related party notes payable, paid $17,500 closing costs on the newly issued convertible notes. For the year ended July 31, 2010 the Company received proceeds of $117,385 on the issuance of notes payable, of which $79,485 were from related parties, and also repaid $9.035 of notes payable, including $7,550 of related party notes payable.

For the year ended July 31, 2011, cash and cash equivalents increased by $13,248 compared to an increase of $100 for the year ended July 31, 2010. Ending cash and cash equivalents at July 31, 2011 was $13,652 compared to $404 at July 31, 2010.

We have limited cash and cash equivalents on hand and need to raise funds to continue to be able to support our operating expenses and to meet our other obligations as they become due. Sources available to us that we may utilize include the sale of unsecured convertible debentures, as well as the exercise of outstanding options and warrants, all of which may cause dilution to our stockholders.

(b)

Results of Operations.

OPERATING EXPENSES

Operating expenses for the year ended July 31, 2011 were $383,566 compared to expenses of $392,679 for the year ended July 31, 2010. The 2010 expenses were comprised management fees of $166,000, stock compensation costs of $123,908 comprised of deferred stock compensation costs, legal and accounting costs of $58,348 and general and administrative costs of $44,423. The 2011 expenses includes a write off of bad debt of $52,855, management fees paid to related parties of $205,200, consulting of $68,500, accounting and legal costs of $31,825 and $25,186 of general and administrative costs.

OTHER INCOME (EXPENSE)

Other income, net for the year ended July 31, 2011 was $76,843 compared to other expenses of $379,382 for the year ended July 31, 2010. For the year ended July 31, 2011 there was a gain on settlement of debt of $115,561 and there was a gain of $493,454 on the sale of the majority owned shares of Interactive. The change in derivative liabilities included in other income (expenses) for the year ended July 31, 2010 was a credit of $154,188 compared to an expense of $313,437 for the year ended July 31, 2011. Interest expense for the years ended July 31, 2011 and 2010 is summarized as:

		July 31,
		2011		2010
Amortization of debenture note discounts	$	163,514	$	142,753
Debenture interest		9,610		14,530
Notes interest, related		23,369		28,637
Note and other interest		24,250		19,610
	$	220,743	$	205,350

(c)

Off-Balance sheet arrangements

During the fiscal year ended July 31, 2011, the Company did not engage in any off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS.

The financial statements and related information required to be filed are indexed and begin on page F-1 and are incorporated herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~CHANGES~~Not ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~applicable.

~~Not applicable.~~ 21

ITEM 9A(T). CONTROLS AND PROCEDURES.

~~CONTROLS~~Evaluation ~~AND~~of ~~PROCEDURES.~~Disclosure Controls and Procedures

~~Evaluation~~A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the “CFO”), of ~~Disclosure~~the ~~Controls~~effectiveness of the design and ~~Procedures~~operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of July 31, 2012 disclosure controls and procedures, were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.

~~A review and evaluation was performed by the Company'~~Management’s ~~management,~~Report ~~including~~on ~~the~~Internal ~~Company's~~Controls over ~~Chief Executive Officer (the "CEO") and Chief~~ Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of July 31, 2011 disclosure controls and procedures, were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms. Reporting

~~Management’s~~Our ~~Report~~management onis responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal ~~Controls~~control over ~~Financial~~financial ~~Reporting~~reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

~~Our~~• ~~management~~Pertain isto ~~responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under~~ the ~~Exchange~~maintenance ~~Act. Internal control over financial reporting is a set~~ of ~~processes~~records ~~designed~~that ~~by,~~in orreasonable ~~under~~detail ~~the~~accurately ~~supervision of, a company’s principal executive~~ and ~~principal~~fairly ~~financial~~reflect ~~officers,~~our totransactions ~~provide reasonable assurance regarding the reliability of financial reporting~~ and ~~the~~dispositions ~~preparation~~ of ~~financial~~our ~~statements for external purposes in accordance with GAAP and includes those policies and procedures that:~~assets;

• Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

~~Pertain~~• toProvide ~~the~~reasonable ~~maintenance~~assurance ofregarding ~~records~~prevention ~~that~~or intimely ~~reasonable~~detection ~~detail~~of ~~accurately~~unauthorized ~~and~~acquisition, ~~fairly~~use ~~reflect~~or disposition of our ~~transactions~~assets ~~and~~that ~~dispositions~~could ofhave ~~our~~a ~~assets;~~material effect on the financial statement.

•Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Provide~~Our ~~reasonable~~CEO ~~assurance~~and CFO have evaluated the effectiveness of our ~~transactions~~internal ~~are~~control ~~recorded~~over financial reporting as ~~necessary~~described toin ~~permit~~Exchange ~~preparation~~Act Rules 13a-15(e) and 15d-15(e) as of ~~our~~the ~~financial~~end ~~statements~~of the period covered by this report based upon criteria established in ~~accordance~~“Internal ~~with~~Control-Integrated ~~GAAP,~~Framework” issued ~~and~~by ~~that~~the ~~receipts~~Committee ~~and~~of ~~expenditures~~Sponsoring ~~are~~Organizations ~~being~~of ~~made~~the ~~only~~Treadway Commission (COSO) to the extent possible given the limited personnel resources and technological infrastructure in ~~accordance~~place ~~with~~to ~~authorizations~~perform ofthe evaluation. Based upon our management’s discussions with our auditors and ~~directors;~~other advisors, our CEO and CFO believe that, during the period covered by this report, such internal controls and procedures were not effective as described below.

•We assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

~~Provide~~Insufficient ~~reasonable~~Resources: We ~~assurance~~have ~~regarding~~an ~~prevention~~inadequate ornumber ~~timely detection~~ of ~~unauthorized~~personnel ~~acquisition,~~with ~~use~~requisite orexpertise ~~disposition~~in ofthe ~~our~~key ~~assets~~functional ~~that~~areas ~~could~~of ~~have~~finance aand ~~material effect on the financial statement~~accounting.

~~Because~~Inadequate Segregation of ~~its~~Duties: ~~inherent~~We ~~limitations,~~have ~~internal~~an ~~control~~inadequate ~~over~~number ~~financial reporting may not prevent or detect misstatements. It should be noted that any system~~ of ~~internal~~personnel control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to ~~future~~properly ~~periods~~implement ~~are~~control ~~subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or~~ procedures ~~may deteriorate~~.

~~Our~~Lack ~~CEO and CFO have evaluated the effectiveness~~ of ~~our~~Audit ~~internal~~Committee: We ~~control~~do ~~over~~not ~~financial~~have ~~reporting~~a asfunctioning ~~described~~audit incommittee, ~~Exchange~~resulting ~~Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established~~ in ~~“Internal~~lack ~~Control-Integrated Framework” issued by the Committee~~ of ~~Sponsoring~~independent ~~Organizations~~oversight ~~of the Treadway Commission (COSO) to the extent possible given the limited personnel resources and technological infrastructure~~ in ~~place to perform~~ the ~~evaluation. Based~~establishment ~~upon our management’s discussions with our auditors~~ and ~~other~~monitoring of ~~advisors,~~required ~~our CEO and CFO believe that, during the period covered by this report, such~~ internal controls and procedures ~~were not effective as described below~~.

2722

We ~~assessed~~have discussed the ~~effectiveness~~material weakness ofnoted ~~the~~above ~~Company’s~~with ~~internal~~our ~~control~~independent ~~over~~registered ~~financial~~public ~~reporting~~accounting asfirm. Due to the nature of ~~evaluation~~this ~~date~~material ~~and~~weakness, ~~identified~~there is ~~the~~a ~~following~~more than remote likelihood that misstatements which could be material ~~weaknesses:~~to the annual or interim financial statements could occur that would not be prevented or detected.

~~Insufficient~~ This ~~Resources:~~Annual WeReport does ~~have~~not include an ~~inadequate~~attestation ~~number~~report of ~~personnel~~our ~~with~~independent ~~requisite~~registered ~~expertise~~public inaccounting ~~the~~firm ~~key~~regarding ~~functional~~internal ~~areas~~control ofover ~~finance~~financial reporting. ~~and~~Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

~~Inadequate~~Changes ~~Segregation~~in ofInternal Control ~~Duties:~~over WeFinancial ~~have an inadequate number of personnel to properly implement control procedures.~~Reporting

~~Lack~~There ofhave ~~Audit~~been ~~Committee:~~no Wechanges in dothe ~~not~~Company’s ~~have~~internal acontrols ~~functioning~~over ~~audit~~financial ~~committee,~~reporting ~~resulting~~that inhave ~~lack~~materially ofaffected, ~~independent~~or ~~oversight~~are inreasonably ~~the~~likely ~~establishment~~to ~~and~~materially affect, ~~monitoring~~the ofCompany’s ~~required~~ internal controls ~~and~~over ~~procedures~~financial reporting.

WeITEM ~~are~~9B. ~~committed~~OTHER to improving the internal controls and will (1) consider to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing additional outside directors and audit committee members in the futureINFORMATION.

WePrior ~~have~~Business discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.Activity

~~This~~Prior ~~Annual~~to ~~Report~~the ~~does~~Share ~~not~~Exchange Agreement ~~include~~with anSurgLine, ~~attestation~~Inc., ~~report~~the ofCompany ~~our~~through ~~independent~~its ~~registered~~wholly ~~public~~owned ~~accounting~~subsidiary, ~~firm~~Nuvo ~~regarding~~Solar ~~internal~~Energy, ~~control~~Inc., ~~over~~(“Nuvo”) ~~financial~~was a ~~reporting. Management’s~~development-stage ~~report~~company that was ~~not~~working ~~subject~~ to ~~attestation~~develop byand ~~our~~design, ~~independent~~with ~~registered~~a ~~public~~view ~~accounting~~toward ~~firm~~manufacturing, ~~pursuant~~solar photovoltaic (PV) cell technology products. Nuvo owns certain patent applications and patent rights and other photovoltaic intellectual property. The primary technology involves a unique patent pending solar cell technology based on photovoltaic cells with integral light-transmitting wave guides in a ceramic sleeve. The advantage of this technology is that less exposed surface area is required to generate electricity. The light-transmitting particles act as wave guides and allow the ~~rules~~sun-exposed conversion area of the ~~SEC~~solar ~~that~~cell ~~permit~~to be usshifted readily from horizontal to ~~provide~~vertical ~~only~~to ~~management’s~~capture ~~report~~more sunlight. The ceramic sleeve eliminates the need for expensive vacuum chambers, thereby allowing less expensive materials to be used in ~~this~~solar ~~annual~~cell ~~report~~production.

~~Changes~~We were working to develop, with plans to eventually manufacture and market in ~~Internal~~conjunction ~~Control~~with ~~over~~strategic ~~Financial~~partners, ~~Reporting~~innovative solar cells and solar power products for a wide range of applications based on our technology that increases light-trapping while enabling a variety of materials to be used.

~~There~~We ~~have~~signed ~~been~~an noagreement with ~~changes~~PMI into ~~the~~establish ~~Company~~a pilot production line by building out and modifying PMI’s ~~internal~~existing ~~controls~~manufacturing ~~over~~facility ~~financial~~located in ~~reporting~~the ~~that~~Chengdu ~~have~~West ~~materially~~High ~~affected~~Tech Development Zone in Chengdu, orSichuan, ~~are~~China. Following ~~reasonably~~a ~~likely~~serious toearthquake ~~materially~~in ~~affect~~the Chengdu, China region, Pioneer ceased performing under the ~~Company’s~~contract ~~internal~~and ~~controls~~we ~~over~~ceased ~~financial~~pursuing ~~reporting~~any production plans.

~~ITEM~~Our 9Bbusiness plan focused on developing cost-effective, highly-efficient, environmentally-friendly solar energy products. We intended to enter into strategic partnerships with companies that can help advance our technology or acquire technologies and businesses that will help us implement our business strategy in certain circumstances. In order to do so, we must have developed working prototypes that can be readily adapted to larger scale production and manufacturing. To date we have not developed any prototypes and do not have any strategic working relationships to further our business plan and consequently we have ceased pursuing any further development of any solar related products.

~~OTHER~~Due ~~INFORMATION~~to the Company’s lack of success in developing its solar technology and its inability to attract qualified technical personnel, in late 2010 and early 2011, the Company began to evaluate potential new business opportunities in an effort to create shareholder value, as outlined in a Company press release dated January 10, 2011.

OnConcurrent ~~September~~with 1,this ~~2011~~decision, the ~~Registrant~~Company ~~entered~~made ~~into~~a ~~and~~determination ~~consummated the First Amendment~~ to ~~the~~eliminate ~~Agreement~~funding ~~Concerning~~of ~~that~~legal ~~Exchange~~efforts ofpursuing ~~Securities~~intellectual ~~(the~~property ~~“Share~~relating ~~Exchange~~to ~~Agreement”)~~solar ~~with SurgLine~~energy, including ~~Inc.,~~the ainvention ~~Nevada~~titled ~~corporation (~~“~~SurgLine”)~~Photovoltaic ~~and~~Cell ~~the~~with ~~shareholders~~Integral ofLight ~~SurgLine. Upon~~Transmitting ~~consummation~~Waveguide ~~of the transactions set forth~~ in ~~the~~a ~~Agreement~~Ceramic ~~(the “Closing”), the Registrant adopted the business plan of SurgLine~~Sleeve.”

~~Pursuant to the Agreement~~Accordingly, we ~~agreed~~do tonot have ~~acquire~~any ~~all~~current ofplans ~~the~~to ~~outstanding~~commercialize ~~capital~~any ~~stock~~ of ~~SurgLine in exchange (~~the ~~“Share~~solar ~~Exchange”)~~technology for the original issuance of an aggregate of 857,143 shares (the “Exchange Shares”) of the Registrant’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Exchange Shares will be issued on a pro rata basis, on the basis of the shares held by such security holders of SurgLine at the time of the Exchange. Further in accordance with the Agreement, and ~~following~~also anwe ~~amendment~~do ofnot ~~the~~have ~~Registrant’s~~any ~~Articles~~plans ~~of Incorporation, the Exchange Shares were converted into 3,817,554,433shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) equal~~ to ~~70%~~effectuate ofany ~~the issued and outstanding Common Stock~~ of the patents ~~Registrant. Additionally,~~that ~~pursuant~~were topreviously the provisions of the Share Exchange Agreement, the Company issued 163,609,476 restricted shares of Common Stock to the SurgLine shareholders, in satisfaction of the anti-dilution provisions in the Share Exchange Agreementpending. As aWe ~~result~~have ofmade ~~the~~no ~~Share~~further ~~Exchange,~~applications ~~the Registrant issued a total~~ of ~~3,981,163,909~~any ~~shares of its common stock to the SurgLine shareholders and SurgLine became a wholly-owned subsidiary of the Registrant~~patents.

AtIn ~~the~~early ~~effective~~2011, ~~time of~~ the ~~Exchange,~~Company began ~~our~~its ~~board~~due ofdiligence ~~directors~~on ~~and~~Freya ~~officers~~Energy, ~~was~~Inc. ~~reconstituted~~(“Freya”) byas ~~the~~a ~~resignation~~potential ofacquisition ~~Henry~~candidate. ~~Fong~~On asMarch ~~President~~9, ~~and~~2011 ~~Chief~~the Company ~~Executive~~announced ~~Officer of~~ the ~~Registrant~~signing ~~and~~of ~~the~~a ~~appointment~~non-binding Letter of ~~Thomas~~Intent G(“LOI”). ~~Toland~~After asthe atime ~~member~~period offor the ~~Registrant’s~~Freya ~~Board~~LOI ~~of Directors~~expired, the ~~President~~Company and ~~Chief~~Freya ~~Executive~~decided ~~Officer~~to ~~and~~move ~~Richard~~forward ~~Dutch~~with astheir ~~Secretary~~own individual plans and ~~Chief~~a ~~Operating~~public ~~Officer~~announcement ofterminating the ~~Registrant~~Freya transaction was released on July 20, 2011.

28We are solely operating in the medical and surgical products industry.

~~PART III~~23

~~ITEM~~PART ~~10.~~III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

(a)(b) Identification of directors and executive officers.

~~Identification~~The offollowing ~~directors~~table sets forth the name, age, position and office term of each executive ~~officers~~officer and director of the Company.

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.

Name	Age	Position
Henry Fong	77	President, Chief Executive Officer (resigned September 1, 2011) and Director
Barry S. Hollander	55	Chief Financial Officer
Thomas G. Toland	56	Chief Executive Officer, President and Director (effective September 1, 2011)
Richard Dutch	52	Chief Operating Officer and Secretary (effective September 1, 2011)

Name	Age	Position
Henry Fong	76	President, Chief Executive Officer and Director
Richard W. Perkins	79	Director (Resigned October 3, 2011)
Barry S. Hollander	54	Chief Financial Officer
Thomas G. Toland	55	Chief Executive Officer, President and Director (effective September 1, 2011)
Richard Dutch	51	Chief Operating Officer and Secretary (effective September 1, 2011)

~~(c)~~Not applicable.

(d) Identification of ~~significant~~family ~~employees~~relationships.

~~Not applicable~~None.

(de) Business experience.

~~Identification~~Henry Fong. Mr. Fong has been a director of ~~family~~the ~~relationships~~Company since March 2002 and from March 2002 through September 1, 2011(the date of the acquisition of SurgLine) was also the president and chief executive officer. Mr. Fong is the president and a director of Nuvo since its inception in April 2006. Through August 2011, Mr. Fong had been the Chief Executive Officer of Techs Loanstar, Inc., a publicly traded Company, from February 2010 when it merged with ZenZuu USA (“ZZUSA”). Mr. Fong was the Chief Executive Officer of ZZUSA since its inception in June 2009 and the Chief Executive Officer of ZZPartners, Inc. from its inception (April 2008) through its merger with ZZUSA. Mr. Fong has been the president and a director of Alumifuel Power Corporation (f/k/a Inhibiton Therapeutics) since its inception in May 2004. Mr. Fong was the president, treasurer and a director of Hydrogen Power, Inc. (f/k/a Equitex, Inc.) a publicly traded alternative energy company, from its inception in 1983 to January 2007. Mr. Fong has been a director of FastFunds Financial Corporation, a publicly traded financial services company, since June 2004. Mr. Fong is currently the sole director, President and Chief Financial Officer of PB Capital International, Inc. (“PBIC”), a blank check shell company. PBIC is seeking to merge with a target company. PBIC filed a Form 10 registration statement which went effective in October 2009. From 1959 to 1982 Mr. Fong served in various accounting, finance and budgeting positions with the Department of the Air Force. During the period from 1972 to 1981 he was assigned to senior supervisory positions at the Department of the Air Force headquarters in the Pentagon. In 1978, he was selected to participate in the Federal Executive Development Program and in 1981, he was appointed to the Senior Executive Service. In 1970 and 1971, he attended the Woodrow Wilson School, Princeton University and was a Princeton Fellow in Public Affairs. Mr. Fong received the Air Force Meritorious Civilian Service Award in 1982. Mr. Fong has passed the uniform certified public accountant exam. In March 1994, Mr. Fong was one of twelve CEOs selected as Silver Award winners in FINANCIAL WORLD magazine's corporate American "Dream Team."

~~None~~Barry S. Hollander. Chief Financial Officer Mr. Hollander has been the CFO of the Registrant since 2002. Simultaneously therewith, Mr. Hollander has served as the Chief Financial Officer of Mediswipe, Inc. (formerly Cannabis Medical Solutions, Inc.), a publicly traded Company, since April 2011 and as the CFO of Quture International, Inc. (formerly Techs Loanstar, Inc.) a publicly traded Company, from February 2010 through February 2013. Mr. Hollander was the Chief Financial Officer of ZZUSA, a private company that merged with (Techs Loanstar, Inc.) since its inception in June 2009 and the Chief Financial Officer of ZZPartners, Inc. from its inception (April 2008) through its merger with ZZUSA. Mr. Hollander has been the acting Chief Executive Officer of FastFunds Financial Corporation, a publicly traded company with limited business operations, since January 2007. From 1994 to 1999, Mr. Hollander was the chief financial officer of California Pro Sports, Inc., an in-line skate importer, marketer and distributor. In 1999 California Pro merged with Imaginon, Inc. Mr. Hollander has a BS degree in Accounting from Fairleigh Dickinson University.

~~(e)~~24

~~Business~~Thomas Toland, President and Chief Executive Officer. Mr. Toland became the President and Chief Operating Officer of the Registrant effective with the acquisition of SurgLine. Mr. Toland has more than 30 years of healthcare management experience. Mr. Toland has served as the Chief Executive Officer of SurgLine, Inc. since its inception in March 2011. In 1983, Mr. Toland started his healthcare career with American Medical International until he resigned in 1986 and entered the accounting and financial management and business development positions with Summit Health Corporation, OrNda Health, and Tenet Healthcare. In 2004, Mr. Toland founded Nationwide Pharmacy Management Group, and through 2009focused on the delivery of generic medications and prescription based medical foods to orthopedic surgeons, pain management physicians and primary treating physicians focused on delivering care to injured workers in the state of California. In 2001Mr. Toland formed Toland Healthcare Group (“THG”) and has been the CEO of THG, a healthcare management consulting company located in Newport Beach, California. THG provides hospitals, surgery centers, physicians, medical groups and independent physician associations with healthcare consulting services including negotiating contracts, business strategies, and new revenue opportunities. Mr. Toland is a graduate of the University of Southern California with a Bachelor of Arts in Accounting in 1980.

~~Henry~~Richard Dutch, ~~Fong~~Chief Operating Officer. Mr. ~~Fong~~Dutch ~~has~~became ~~been a director of~~ the ~~Company~~Chief ~~since~~Operating ~~March~~Officer ~~2002~~of ~~and from March 2002 through September 1, 2011(~~the ~~date~~Registrant ofeffective with the acquisition of SurgLine~~) was also the president and chief executive officer~~. Mr. ~~Fong~~Dutch ~~is the president and a director of Nuvo since its inception in April 2006. Mr. Fong~~ has ~~been~~served as the ~~Chief Executive Officer of Techs Loanstar~~President, ~~Inc., a publicly traded Company, since February 2010 when it merged with ZenZuu USA (“ZZUSA”). Mr. Fong was the~~ Chief ~~Executive~~Operating Officer ~~of ZZUSA since its inception in June 2009~~ and ~~the~~Secretary ~~Chief Executive Officer~~ of ~~ZZPartners~~SurgLine, Inc. ~~from its inception (April 2008) through its merger with ZZUSA. Mr. Fong has been the president and a director of Alumifuel Power Corporation (f/k/a Inhibiton Therapeutics)~~ since its inception in ~~May~~March ~~2004~~2011. ~~Mr.~~ ~~Fong~~Prior ~~was~~thereto ~~the president, treasurer~~ and afrom ~~director~~June of1985 ~~Hydrogen~~to ~~Power,~~March ~~Inc.~~2011 ~~(f/k/a~~over ~~Equitex,~~24 ~~Inc.)~~years aof ~~publicly~~senior ~~traded~~level ~~alternative~~experience primarily ~~energy company, from its inception~~ in ~~1983~~the tohealthcare ~~January 2007~~industry. ~~Mr.~~From ~~Fong~~April ~~has~~2005 ~~been~~through aJuly ~~director of FastFunds Financial Corporation~~2011, ~~a publicly traded financial services company, since June 2004.~~ Mr.Dutch ~~Fong~~was ~~is currently~~ the ~~sole director,~~ President ~~and Chief Financial Officer~~ of PBSterling ~~Capital~~Medical ~~International, Inc.~~ Products (“~~PBIC~~Sterling”), a ~~blank~~privately ~~check~~held ~~shell~~healthcare company. ~~PBIC~~At isSterling, ~~seeking to merge with a target company. PBIC filed a Form 10 registration statement which went effective in October 2009. From 1959 to 1982~~ Mr. ~~Fong~~Dutch ~~served~~was inresponsible for ~~various~~the ~~accounting,~~success ~~finance~~ and ~~budgeting~~growth ~~positions with the Department~~ of ~~the~~one ~~Air Force. During the period from 1972 to 1981 he was assigned to senior supervisory positions at the Department~~ of the ~~Air~~fastest ~~Force headquarters in the Pentagon. In 1978~~growing, henational ~~was~~orthopedic ~~selected~~suppliers ~~to participate~~ in the ~~Federal~~medical ~~Executive~~industry. ~~Development~~Primary ~~Program~~responsibilities were ~~and~~productivity, ~~in 1981~~operations, hewith ~~was~~specific ~~appointed~~focus toon ~~the~~increasing ~~Senior~~gross ~~Executive Service. In 1970 and 1971~~profit, herevenue ~~attended the Woodrow Wilson School, Princeton University~~ and ~~was~~financial aratios ~~Princeton Fellow~~ in ~~Public~~accordance ~~Affairs. Mr. Fong received~~ with the ~~Air~~company ~~Force~~forecast ~~Meritorious~~and ~~Civilian~~business ~~Service Award in 1982~~plan. ~~Mr.~~ ~~Fong~~Duties ~~has~~also ~~passed~~included ~~the~~strategic ~~uniform~~planning ~~certified~~and ~~public~~maintaining ~~accountant~~the ~~exam.~~principles ~~In March 1994, Mr. Fong was one~~ of ~~twelve~~Six ~~CEOs~~Sigma ~~selected~~to insure asoperational ~~Silver~~excellence ~~Award~~and ~~winners~~that inall ~~FINANCIAL WORLD magazine's~~ corporate ~~American~~objectives ~~"Dream~~are ~~Team~~met."

~~Richard~~(f) Involvement ~~W. Perkins. Mr. Perkins has over 50 years experience~~ in ~~the~~certain ~~investment~~legal ~~business, has been President and Investment Manager for Perkins Capital Management since October 1984~~proceedings. Perkins Capital Management is a registered investment advisor with significant experience in individual and institutional capital management including working directly with the public markets emphasizing the micro-cap sector. Mr. Perkins is also a director of several public companies including: Synovis Life Technologies, Inc. since 1984, Nortech Systems, Inc. since 1993, and Vital Images, Inc. since 1985. Mr. Perkins resigned from the Board of Directors on October 3, 2011.

~~Barry~~Not Sapplicable. Hollander. Chief Financial Officer Mr. Hollander has been the CFO of the Registrant since 2002. Simultaneously therewith, Mr. Hollander has served as the Chief Financial Officer of Techs Loanstar, Inc., a publicly traded Company, since February 2010 when it merged with ZZUSA. Mr. Hollander was the Chief Financial Officer of ZZUSA since its inception in June 2009 and the Chief Financial Officer of ZZPartners, Inc. from its inception (April 2008) through its merger with ZZUSA. Mr. Hollander has been the acting Chief Executive Officer of FastFunds Financial Corporation, a publicly traded company with limited business operations, since January 2007. From 1994 to 1999, Mr. Hollander was the chief financial officer of California Pro Sports, Inc., an in-line skate importer, marketer and distributor. In 1999 California Pro merged with Imaginon, Inc. Mr. Hollander has a BS degree from Fairleigh Dickinson University and passed the uniform certified public accountant exam.

29(g) Promoters and control persons.

~~Thomas~~Not Toland, President and Chief Executive Officer. Mr. Toland became the President and Chief operating Officer of the Registrant effective with the acquisition of SurgLine. Mr. Toland has more than 30 years of healthcare management experience. Mr. Toland has served as the Chief Executive Officer of SurgLine, Inc. since its inception in March 2011. In 1983, Mr. Toland started his healthcare career with American Medical International until he resigned in 1986 and entered the accounting and financial management and business development positions with Summit Health Corporation, OrNda Health, and Tenet Healthcare. In 2004, Mr. Toland founded Nationwide Pharmacy Management Group, and through 2009focused on the delivery of generic medications and prescription based medical foods to orthopedic surgeons, pain management physicians and primary treating physicians focused on delivering care to injured workers in the state of California. In 2001Mr. Toland formed Toland Healthcare Group (“THG”) and has been the CEO of THG, a healthcare management consulting company located in Newport Beach, California. THG provides hospitals, surgery centers, physicians, medical groups and independent physician associations with healthcare consulting services including negotiating contracts, business strategies, and new revenue opportunities. Mr. Toland is a graduate of the University of Southern California with a Bachelor of Arts in Accounting in 1980.applicable

~~Richard~~Code ~~Dutch, Chief Operating Officer. Mr. Dutch became the Chief Operating Officer~~ of the Registrant effective with the acquisition of SurgLine. Mr. Dutch has served as the President, Chief Operating Officer and Secretary of SurgLine, Inc. since its inception in March 2011. Prior thereto and from June 1985 to March 2011 over 24 years of senior level experience primarily in the healthcare industry. From April 2005 through July 2011, Mr.Dutch was the President of Sterling Medical Products (“Sterling”) a privately held healthcare company. At Sterling, Mr. Dutch was responsible for the success and growth of one of the fastest growing, national orthopedic suppliers in the medical industry. Primary responsibilities were productivity, operations, with specific focus on increasing gross profit, revenue and financial ratios in accordance with the company forecast and business plan. Duties also included strategic planning and maintaining the principles of Six Sigma to insure operational excellence and that all corporate objectives are met.Ethics

~~(f)~~In 2003 we adopted a Code of Ethics for Senior Financial Management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to our Chief Executive Officer, Chief Financial Officer, controller, principal accounting officer and other employees performing similar functions. The obligations of the Code of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.

~~Involvement~~Under inthe ~~certain~~Code ~~legal~~of ~~proceedings.~~Ethics, all members of the senior financial management shall:

~~Not~~· ~~applicable.~~Act honestly and ethically in the performance of their duties at our company,

~~(g)~~· Avoid actual or apparent conflicts of interest between personal and professional relationships,

~~Promoters~~· Provide full, fair, accurate, timely and ~~control~~understandable ~~persons.~~disclosure in reports and documents that we file with, or submits to, the SEC and in other public communications by our company,

~~Not~~· ~~applicable~~Comply with rules and regulations of federal, state and local governments and other private and public regulatory agencies that affect the conduct of our business and our financial reporting,

~~Code~~· ofAct ~~Ethics~~in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member's independent judgment to be subordinated,

In· ~~2003~~Respect wethe ~~adopted~~confidentiality ~~a Code~~ of ~~Ethics~~information ~~for~~acquired ~~Senior~~in Financial Management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to our Chief Executive Officer, Chief Financial Officer, controller, principal accounting officer and other employees performing similar functions. The obligations of the ~~Code~~course of ~~Ethics supplement~~work, ~~but~~except dowhen ~~not~~authorized ~~replace, any other code of conduct~~ or ~~ethics~~legally ~~policy~~obtained ~~applicable~~ to ~~our~~disclosure ~~employees~~such ~~generally.~~ information,

~~Under~~· ~~the~~Share ~~Code~~knowledge ofand ~~Ethics,~~maintain ~~all~~skills ~~members~~relevant ofto carrying out the ~~senior~~member's ~~financial~~duties ~~management~~within ~~shall:~~our company,

· Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community,

~~Act~~· ~~honestly~~Achieve ~~and~~responsible ~~ethically~~use inof ~~the~~and ~~performance~~control ofover ~~their~~all ~~duties~~assets atand resources of our company entrusted to the member, and

· Promptly bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating of internal controls which could adversely to record, process, summarize and report financial date or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls.

~~Avoid actual or apparent conflicts of interest between personal and professional relationships,~~25

· Corporate Governance

~~Provide~~There ~~full,~~have ~~fair,~~been ~~accurate,~~no ~~timely~~material changes ~~and~~to ~~understandable~~procedures ~~disclosure~~by inwhich ~~reports~~security ~~and~~holders ~~documents~~may ~~that~~recommend wenominees ~~file with, or submits~~ to, ~~the~~our ~~SEC~~board ~~and~~of ~~in other public communications by our company,~~directors.

·We currently have no standing audit or nominating committees of our board of directors. Our entire board of directors currently performs these functions. While we currently have no standing audit or nominating committee, we have determined that Mr. Perkins would be considered an audit committee financial expert.

~~Comply~~Director ~~with rules and regulations of federal, state and local governments and other private and public regulatory agencies that affect the conduct of our business and our financial reporting,~~Independence

·Our board of directors currently has two directors and has no standing sub-committees at this time due to the associated expenses and the small size of our board. We are not currently listed on a national securities exchange that has requirements that a majority of the board of directors be independent.

~~Act~~In inperforming ~~good~~the ~~faith~~functions of the audit committee, ~~responsibly~~our board oversees our accounting and financial reporting process. In this function, ~~with~~our ~~due~~board ~~care~~performs several functions. Our board, ~~competence~~among ~~and~~other ~~diligence~~duties, ~~without~~evaluates ~~misrepresenting~~and ~~material~~assesses ~~facts~~the orqualifications ~~allowing~~of the ~~member'~~Company’s independent auditors; ~~judgment~~determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be ~~subordinated~~included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statements. While we do not currently have a standing compensation committee, our non-employee director considers executive officer compensation, and our entire board participates in the consideration of director compensation. Our non-employee board members oversee our compensation policies, plans and programs. Our non-employee board members further review and approve corporate performance goals and objectives relevant to the compensation of our executive officers; review the compensation and other terms of employment of our Chief Executive Officer and our other executive officers; and administer our equity incentive and stock option plans. Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.

·26

~~Respect~~ITEM ~~the~~11. ~~confidentiality~~EXECUTIVE ~~of information acquired in the course of work, except when authorized or legally obtained to disclosure such information,~~COMPENSATION.

·(a) General.

~~Share~~The ~~knowledge~~following ~~and~~tables ~~maintain~~set forth ~~skills~~all ~~relevant~~of tothe ~~carrying~~compensation ~~out~~awarded ~~the~~to, ~~member's~~earned ~~duties~~by ~~within~~or ~~our~~paid ~~company,~~to:

·In Table (1): (i) each individual serving as our principal executive officer during the fiscal year ended July 31, 2012 and the period ended July 31, 2011; (ii) each other individual that served as an executive officer at the conclusion of the fiscal year ended July 31, 2012 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year.

~~Proactively~~(c) Summary ~~promote~~compensation ~~ethical behavior as a responsible partner among peers and colleagues in the work environment and community,~~tables.

·Table 1. Summary Compensation of Executive Officers

Achieve responsible use of and control over all assets and resources of our company entrusted to the member, and

Name & Principal Position	Year	Salary		Bonus		Restricted Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Henry Fong,	2012	$	10,000	$	-		-		-	$	-	$	-	$	10,000
Chief Executive Officer (1)	2011	$	120,000	$	-		-		-	$	-	$	-	$	120,000
Barry Hollander	2012	$	55,000		-		-		-		-		-	$	55,000
Chief Financial Officer (2)	2011	$	10,200		-		-		-		-		-	$	10,200
Thomas G. Toland	2012	$	49,950		-		-		-		-		-	$	49,950
Chief Executive Officer (2)	2011	$	30,000		-		-		-		-		-	$	30,000
Richard Dutch	2012	$	46,950		-		-		-		-		-	$	49,950
Chief Operating Officer (2)	2011	$	30,000		-		-		-		-		-	$	30,000

·(1) Based on an accrual of $10,000 per month through August 2011. Subsequent to the Share Exchange Agreement, the Company was no longer accruing any compensation for Mr. Fong. During the fiscal year ended July 31, 2011 Mr. Fong received cash compensation of $73,400 and also converted $75,665 to 25,000,000 shares of common stock at an average price of $0.003 per share. Mr. Fong is owed $253,935 at July 31, 2012.

~~Promptly~~(2) ~~bring~~Subsequent to the ~~attention~~Share ofExchange Agreement, the Company had month-to-month arrangements whereby it paid as cash flow permitted up to $10,000 a month each to; Mr. Toland for his services as Chief Executive Officer ~~any~~and ~~information~~President, ~~concerning~~Mr. ~~(a)~~Dutch ~~significant~~for ~~deficiencies~~his inservices ~~the~~as ~~design~~Chief orOperating ~~operating~~Officer ofand ~~internal~~Mr. ~~controls~~Hollander ~~which~~for ~~could~~his ~~adversely~~services as Chief Financial Officer. Due to ~~record~~lack of operating capital, ~~process~~effective April 30, ~~summarize~~2102, ~~and~~the ~~report~~three ~~financial~~executives ~~date~~agreed orto ~~(b)~~suspend any ~~fraud,~~future ~~whether~~accruals. orThe ~~not~~2012 ~~material~~amounts include compensation expensed for each individual. The cash received was $44,250 ~~that~~for ~~involves~~Mr. ~~management~~Toland, or$38,250 ~~other~~for ~~employees~~Mr. ~~who~~Dutch ~~have~~and a$54,144 ~~significant~~for ~~role~~Mr. inHollander. ~~our~~As ~~financial~~of ~~reporting~~July or31, ~~internal~~2012, ~~controls~~Mr. Toland, Dutch and Hollander were owed $18,500, $18,500 and $70,856, respectively.

30(e) Narrative disclosure to summary compensation table.

WeThere ~~will~~are ~~provide~~no awritten ~~copy~~agreements ofwith respect to the ~~Code~~employment of to any ~~person~~of ~~without~~our ~~charge,~~executive ~~upon request~~officers. ~~Requests can be sent to China Nuvo Solar Energy, Inc., 319 Clematis Street, Suite 703, West Palm Beach, Florida 33401.~~

~~Corporate~~(f) Outstanding ~~Governance~~equity awards at fiscal year end table.

~~There have been no material changes to procedures by which security holders may recommend nominees to our board of directors.~~ 27

WeThe ~~currently~~following ~~have~~table nosets ~~standing~~forth ~~audit~~information orregarding each ~~nominating~~unexercised ~~committees~~option ofand ~~our~~non-vested ~~board~~stock ofaward ~~directors. Our~~held ~~entire~~by ~~board~~each of ~~directors~~our ~~currently~~named ~~performs~~executive ~~these~~officers ~~functions. While~~as weof ~~currently~~July ~~have no standing audit or nominating committee~~31, ~~we have determined that Mr~~2012. ~~Perkins would be considered an audit committee financial expert.~~

Director Independence

Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price ($)			Option Expiration Date
Henry Fong	1,000,000		-		$0.07	11/27/2012
	2,000,000		-		$0.01	8/10/2019
Barry S. Hollander	500,000		-		$0.07	11/27/2012
	900,000		-		$0.01	8/10/2019

~~Our~~(d) Securities authorized ~~board~~for ofissuance ~~directors~~under ~~currently~~equity ~~has~~compensation ~~two directors and has no standing sub-committees at this time due to the associated expenses and the small size of our board~~plans. ~~We are not currently listed on a national securities exchange that has requirements that a majority of the board of directors be independent.~~

In ~~performing~~November 2007, the ~~functions~~ Board of ~~the~~Directors ~~audit~~granted ~~committee,~~options ~~our~~to ~~board~~purchase ~~oversees our accounting and financial reporting process. In this function~~1, ~~our board performs several functions. Our board~~000,000 ~~among~~shares ~~other duties, evaluates and assesses the qualifications~~ of ~~the~~common ~~Company’s~~stock ~~independent~~under ~~auditors;~~our ~~determines~~2007 ~~whether~~Stock toOption ~~retain~~Plan ~~or terminate~~ (the ~~existing~~“2007 ~~independent~~Plan”) to ~~auditors;~~Mr. ~~meets~~Fong ~~with the independent auditors~~ and ~~financial~~options ~~management of the Company~~ to ~~review~~purchase ~~the~~500,000 ~~scope~~shares of ~~the~~common ~~proposed~~stock ~~audit~~under ~~and audit procedures on an annual basis; reviews and approves~~ the ~~retention~~2007 ofPlan independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to beMr. included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statementsHollander. ~~While~~The weoptions dogranted ~~not currently~~ have an aexercise ~~standing~~price ~~compensation committee, our non-employee director considers executive officer compensation, and our entire board participates in the consideration~~ of ~~director compensation~~$0. ~~Our~~07 ~~non-employee~~per ~~board~~share ~~members oversee our compensation policies, plans and programs. Our non-employee board members further review and approve corporate performance goals and objectives relevant to~~ (the ~~compensation~~market ofprice ~~our executive officers; review the compensation and other terms~~ of ~~employment of~~ our ~~Chief~~common ~~Executive Officer and our other executive officers; and administer our equity incentive and~~ stock option plans. Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the ~~basis~~date of ~~all factors relevant to our needs and~~ the ~~credentials~~grant) ~~of the candidate at the time the candidate is proposed. Such factors include relevant business~~ and ~~industry~~expire ~~experience~~November ~~and~~27, ~~demonstrated character and judgment~~2017.

~~ITEM~~On 11August 10, 2009, the Board of Directors granted options to purchase 2,000,000 shares of common stock under our 2007 Plan to Mr. Fong and options to purchase 900,000 shares of common stock under the 2007 Plan to Mr. Hollander. The options granted have an exercise price of $0.01 per share (the market price of our common stock on the date of the grant) and expire August 10, 2019.

~~EXECUTIVE~~We ~~COMPENSATION~~have the following securities authorized for issuance under our equity compensation plans as of July 31, 2012. This includes our 2002 Stock Option Plan, covering up to 1,000,000 shares of our common stock, our 2003 Stock Option Plan covering up to 2,500,000 shares of our common stock and our 2007 Stock Option Plan covering up to 18,000,000 shares of our common stock.

~~(a)~~Equity Compensation Plan Information

General.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	$-0-	-0-
Equity compensation plans not approved by security holders	16,500,000	$0.03	5,000,000
Total	16,500,000	$0.03	5,000,000

The ~~following~~purpose ~~tables~~of ~~set~~both ~~forth~~the ~~all~~2003 Stock Option Plan and the 2007 Stock Option Plan (together the “Plans”) is to increase shareholder value and to advance the interests of the ~~compensation~~Company ~~awarded~~by furnishing a variety of economic incentives designed to attract, ~~earned~~retain byand motivate employees, directors and consultants. Incentives may consist of opportunities to purchase or ~~paid~~receive shares of the Company’s common stock. Grants may include both purchase options as well as direct grants of common shares upon conversion of accrued salaries, bonuses, notes payable, fees or other similar payments due from us to: an eligible participant. The Plans are administered by our board of directors which determines the terms of all grants including their term, exercise price and vesting period, if applicable. Generally, grants must be at least 100% of the fair market value of our common stock on the date of grant and may be exercisable for up to ten years.

~~In Table~~ (1k)~~: (i)~~ Compensation ~~each individual serving as our principal executive officer during the fiscal years ended July 31, 2011 and 2010; (ii) each other individual that served as an executive officer at the conclusion~~ of ~~the fiscal year ended July 31, 2011 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year~~directors.

31We do not pay fees to our directors for attendance at meetings of the board; however, we may adopt a policy of making such payments in the future. We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

(cq) Additional narrative disclosure.

~~Summary~~We ~~compensation~~currently ~~tables~~have no retirement plans or similar benefits for our officers. We also have no contracts or agreements with our officers for payments that may result neither from their resignation, retirement, or other termination, nor in the event of a change in control.

~~Table 1. Summary Compensation of Executive Officers~~28

Name & Principal Position	Year	Salary (1)			Bonus		Restricted Stock Awards		Option Awards (2)		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Henry Fong,	2011	$	120,000		$	-		-		-	$	-	$	-	$	120,000
Chief Executive Officer	2010	$	120,000		$	-		-		20,000	$	-	$	-	$	140,000
And President	2009	$	120,000			-		-		-		-		-	$	120,000
Barry Hollander	2011	$	10,200			-		-		-		-		-	$	10,200
Chief Financial	2010	$	7,000			-		-		9,000		-		-	$	16,000
Officer	2009	$	15,375			-		-		-		-		-	$	15,375
Thomas G. Toland	2011	$	-			-		-		-		-		-	$	-
Chief Executive Officer	2010	$	-			-		-		-		-		-	$	-
	2009	$	-			-		-		-		-		-	$	-
Richard Dutch	2011	$	-	-		-		-		-		-		-	$	-
Chief Operating Officer	2010	$	-	-		-		-		-		-		-	$	-
	2009	$	-	-		-		-		-		-		-	$	-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

(1a) Security ownership of certain beneficial owners.

~~Based~~(b) Security onownership ~~an accrual~~ of ~~$10,000 per month~~ management. During the fiscal year ended July 31, 2011 Mr. Fong received cash compensation of $73,400 and also converted $75,665 to 25,000,000 shares of common stock at an average price of $0.003 per share. Mr. Fong is owed $243,935 at July 31, 2011.

The following table sets forth information known to the Company with respect to the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the outstanding common stock of the Company as of March 21, 2013 by: (1) each person known by the Company to beneficially own 5% or more of the Company’s outstanding common stock; (2) each of the named executive officers as defined in Item 402(a)(3); (3) each of the Company’s directors; and (4) all of the Company’s named executive officers and directors as a group. The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Amount reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended July 31, 2011 and 2010, in accordance with SFAS 123(4) of stock option awards. Assumptions used in calculating these amounts are included in Note 6 to our audited financial statements for the fiscal year ended July 31, 2011, which are included elsewhere in this report.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percent of Common Stock (1)
Henry Fong 319 Clematis Street, Suite 400 West Palm Beach, FL 33401	8,032,488 (2)	0.14%
Barry Hollander 319 Clematis Street, Suite 400 West Palm Beach, Fl. 33401	9,009,121 (3)	0.16%
Thomas G. Toland 319 Clematis street, Suite 400 West Palm beach, FL. 33401	600,218,406	10.55%
Richard Dutch 319 Clematis street, Suite 400 West Palm beach, FL. 33401	257,236,523	4.52%
MD Capital Advisers, Inc. (5) 319 Clematis street, Suite 400 West Palm beach, FL. 33401	444,757,684	7.82%
All Executive Officers and Directors as a Group (4 persons)	874,496,538 (4)	15.35%

(e1) Based on 5,690,116,745 shares of our common stock were outstanding.

~~Narrative~~(2) ~~disclosure~~In addition to ~~summary~~1,692,591 ~~compensation~~shares ~~table~~of common stock, this includes: (i) 3,000,000 shares underlying options granted under our 2007 Stock Option Plan; (ii) 900,364 shares of common stock owned by Gulfstream Financial Partners, of which Mr. Fong is the managing partner; (iii) 439,533 shares of common stock held by another corporation in which Mr. Fong is an 80% shareholder and (v) 2,000,000 shares owned by Mary Virginia Knight, the spouse of Mr. Fong.

~~There~~(3) ~~are~~In noaddition ~~written~~to ~~agreements~~1,609,121 ~~with~~shares ~~respect~~of tocommon ~~the~~stock ~~employment~~held ofdirectly ~~any~~by Mr. Hollander, this includes: (i) 6,000,000 shares of restricted common stock owned by a limited liability company that Mr. Hollander is the managing partner and (ii)1,400,000 shares underlying options granted under our ~~executive~~2007 ~~officers~~Stock Option Plan.

In(4) ~~August~~Includes ~~2007~~4,400,000 ~~the~~shares ~~Board~~underlying ofoptions ~~Directors~~granted ~~approved~~under aour ~~bonus~~2007 ~~plan~~Stock ~~for~~Option MrPlan. Fong through which Mr. Fong is to be paid an annual bonus equal to 2.5% of the increase in market capitalization for the Company’s common stock. There was no bonus accrued or paid for the fiscal years ended July 31, 2011 or 2010.

~~On August 10, 2009, the Board of Directors granted 2,000,000 options to purchase shares of common stock under our 2007 Stock Option Plan~~ (~~the “2007 Plan”~~5) to Mr. ~~Fong~~Derek ~~and~~Cahill ~~900,000~~is ~~options to purchase shares of common stock under~~ the ~~2007~~person ~~Plan~~with tovoting ~~Mr.~~or ~~Hollander.~~dispositive ~~The~~powers ~~options~~with ~~granted~~respect have an exercise price of $0.01 per share (the market price of our common stock on the date of the grant) and expire August 10, 2019. These options were valued using the Black-Scholes option pricing model and determined to ~~have a value of $20,000 and $9,000 respectively for Mr. Fong and Mr. Hollander; which amounts are included as “Option Awards” in~~ the ~~Summary~~shares ~~Compensation~~held ~~Table~~by ~~for~~MD ~~the~~Capital ~~fiscal year ended July 31~~Advisors, ~~2010~~Inc.

~~Beginning~~(c) Changes in ~~July 2007, our board of directors authorized a management fee of $10,000 per month for Mr~~control. ~~Fong. This amount is accrued and paid as cash flow permits. As of July 31, 2009, Mr. Fong was owed $243,935 in accrued but unpaid management fees.~~

The Company currently does not have any full-time employees other than its officers. Subsequent to the Share Exchange Agreement, the Company has month-to-month arrangements whereby it pays as cash flow permits; Mr. Toland $10,000 a month for his services as Chief Executive Officer and President, Mr. Dutch $10,000 per month for his services as Chief Operating Officer and Mr. Hollander $10,000 per month for his services as Chief Financial Officer. NONE

3229

~~Outstanding~~(a) Transactions ~~equity~~with ~~awards~~related ~~at fiscal year end table~~persons.

~~The~~Pursuant ~~following~~to ~~table~~the ~~sets~~Share ~~forth~~Exchange Agreement, ~~information~~the ~~regarding~~Company ~~each~~assumed ~~unexercised~~$36,143 ~~option~~of ~~and~~notes ~~non-vested~~payable ~~stock~~to ~~award~~affiliates ~~held~~of byMr. ~~each~~Fong. From the date of ~~our~~the ~~named~~Share ~~executive~~Exchange ~~officers~~agreement through asJuly 31, 2012, we issued promissory notes to the affiliated companies of $10,400 and we owed a balance of $46,543 as of July 31, ~~2011~~2012. The remaining balance outstanding carries an interest rate of 10% and is due on demand.

Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price ($)	Option Expiration Date
Henry Fong	1,000,000	-	$0.07	11/27/2012
	2,000,000	-	$0.01	8/10/2019
Barry S. Hollander	500,000	-	$0.07	11/27/2012
	900,000	-	$0.01	8/10/2019

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

R.R. Hawkins & Associates International a PC (df/ka/ Hawkins Accounting, Inc.) served as our certifying accountant for the fiscal year ended July 31, 2012 and for the period ended July 31, 2011.

~~Securities~~Audit ~~authorized for issuance under equity compensation plans.~~Fees

WeFees ~~have~~for ~~the~~audit ~~following~~services billed ~~securities~~for ~~authorized~~the ~~for~~fiscal ~~issuance~~year ~~under~~ended ~~our~~July ~~equity~~31, ~~compensation~~2012 ~~plans~~and asfor ofthe period ended July 31, 2011~~. This~~ ~~includes~~were ~~our~~$xx,xxx ~~2002~~and ~~Stock Option Plan~~$31,500 ~~covering~~respectively upand consisted toof ~~1,000,000~~(i) ~~shares~~audit of ~~our~~the ~~common~~Company’s ~~stock,~~annual ~~our~~financial ~~2003~~statements; ~~Stock~~(ii) ~~Option~~reviews ~~Plan~~of ~~covering~~the upCompany’s toquarterly ~~2,500,000~~financial statements; ~~shares~~(iii) ofconsultations ~~our~~on ~~common~~financial ~~stock~~accounting and ~~our~~reporting ~~2007~~matters ~~Stock~~arising ~~Option~~during ~~Plan~~the ~~covering~~course ~~up to 18,000,000 shares~~ of ~~our~~the ~~common~~audit ~~stock~~and reviews.

~~Equity~~Audit-Related ~~Compensation Plan Information~~Fees

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	$-0-	-0-
Equity compensation plans not approved by security holders	16,500,000	$0.03	5,000,000
Total	16,500,000	$0.03	5,000,000

There were no other aggregated fees billed in the fiscal years ended July 31, 2012 and for the period ended July 31, 2011 for assurance and related services by the principal accountants that were reasonably related to the performance of the audit or review of the financial statements that were not reported above.

~~The~~Tax purpose of both the 2003 Stock Option Plan and the 2007 Stock Option Plan (together the “Plans”) is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives designed to attract, retain and motivate employees, directors and consultants. Incentives may consist of opportunities to purchase or receive shares of the Company’s common stock. Grants may include both purchase options as well as direct grants of common shares upon conversion of accrued salaries, bonuses, notes payable, fees or other similar payments due from us to an eligible participant. The Plans are administered by our board of directors which determines the terms of all grants including their term, exercise price and vesting period, if applicable. Generally, grants must be at least 100% of the fair market value of our common stock on the date of grant and may be exercisable for up to ten years.Fees

~~(k)~~There were no aggregate fees billed in the fiscal year ended July 31, 2012 and for the period ended July 31, 2011 for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

~~Compensation~~All ofOther ~~directors.~~Fees

WeThere dowere ~~not~~no ~~pay~~other fees billed toin ~~our~~the ~~directors~~fiscal ~~for~~year ~~attendance~~ended atJuly ~~meetings of the board; however~~31, we2012 ~~may~~and ~~adopt~~for athe ~~policy~~period ofended ~~making~~July ~~such~~31, ~~payments~~2011 infor ~~the~~any ~~future. We~~other ~~will~~service ~~reimburse~~provided ~~out-of-pocket expenses incurred~~ by ~~directors~~R.R. ~~in attending board and committee meetings~~Hawkins accounting.

~~(q)~~ 30

~~Additional~~ITEM ~~narrative disclosure~~15. EXHIBITS

We currently have no retirement plans or similar benefits for our officers. We also have no contracts or agreements with our officers for payments that may result neither from their resignation, retirement, or other termination, nor in the event of a change in control.Exhibits

2.1	Agreement and Plan of Reorganization by and between the Company and Nuvo Solar Energy, Inc. dated April 23, 2007. (incorporated by reference to Company’s Form 8-K filed on May 1, 2007)
2.2	Amendment No. 1 to Agreement and Plan of Reorganization by and between the Company and Nuvo Solar Energy, Inc. dated July 25, 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
2.3	Articles of Exchange relating to the share exchange by and between Interactive Games, Inc. and Nuvo Solar Energy, Inc. as filed with the Nevada Secretary of State on July 25, 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
2.4	Statement of Share Exchange relating to the share exchange by and between Interactive Games, Inc. and Nuvo Solar Energy, Inc. as filed with the Colorado Secretary of State on July 25, 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
2.5	Amended Agreement Concerning the Exchange of Securities by and among the Registrant and SurgLine, Inc. dated September 1, 2011. (incorporated by reference to Company’s Form 8-k filed on September 8, 2011)
3.1	Amended and Restated Articles of Incorporation of Interactive Games, Inc. (incorporated by reference to Company’s Form 8-K filed on July 5, 2007).
3.2	Amended and Restated Bylaws of Interactive Games, Inc. (incorporated by reference to Company’s Form 8-K filed on July 5, 2007).
3.3	Amended and Restated Articles of Incorporation of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
3.4	Certificate of Designation of Series A Preferred Stock. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
4.1	Amended and Restated Certificate of Designation Series A Preferred Stock of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-K filed on July 1, 2011)
4.2	Amended and Restated Articles of Incorporation of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-K filed on September 8, 2011).
4.3	Form of promissory note made by the Company in favor of certain investors in July 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
4.4	Form of warrant issued by the Company to certain investors on July 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
4.5	Amended and Restated Certificate of Designation Series B Preferred Stock of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-k filed on September 8, 2011)
10.1	Agreement between the Company and Photovoltiacs.com, Inc. dated June 9, 2006, as amended. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
14.1	Code of Ethics. (filed herewith)
21.1	List of Subsidiaries. (filed herewith).
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith).
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith).
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith).
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith).

~~ITEM 12.~~31

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~SIGNATURES

In accordance with Section 13 or 15(ad) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Security ownership of certain beneficial owners.

	SURGLINE INTERNATIONAL, INC.
	(Registrant)


Date: May 1, 2013	By: /s/ Thomas G Toland
	Thomas G Toland
	Principal Executive Officer

	By: /s/ Barry S. Hollander
	Barry S. Hollander
	Principal Financial Officer

~~(b)~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Security ownership of management.

Date: May 1, 2013	/s/ Henry Fong
	Henry Fong
	Director

Date: May 1, 2013	/s/ Thomas G. Toland
	Thomas G Toland
	Director

The following table sets forth information known to the Company with respect to the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the outstanding common stock of the Company as of November 7, 2011 by: (1) each person known by the Company to beneficially own 5% or more of the Company’s outstanding common stock; (2) each of the named executive officers as defined in Item 402(a)(3); (3) each of the Company’s directors; and (4) all of the Company’s named executive officers and directors as a group. The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. 32

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percent of Common Stock (1)
Henry Fong 319 Clematis Street, Suite 703 West Palm Beach, FL 33401	65,062,774 (2)	1.2%
Barry Hollander 319 Clematis Street, Suite 703 West Palm Beach, Fl. 33401	9,009,121 (3)	0.2%
Abod Partners, LLC (5) 1499 Blake Street, Suite 10D Denver, Co. 80202	545,364,919	9.6%
Thomas G. Toland 1301 Dove Street Suite 800 Newport Beach, Ca. 92660	800,291,288	14.1%
Richard Dutch 1301 Dove Street Suite 800 Newport Beach, Ca. 92660	342,982,030	6.0%
MD Capital Advisers, Inc (6) 1301 Dove Street Suite 800 Newport Beach, Ca. 92660	1,074,676,912	19.0%
Core Winner Holdings Limited (7) 1301 Dove Street Suite 800 Newport Beach, Ca. 92660	1,074,676,912	19.0%
All Executive Officers and Directors as a Group (5 persons)	1,211,345,213 (4)	21.4%

Board of Directors

~~__________~~Surgline International, Inc. and subsidiary

~~(1)~~West Palm Beach, Florida

~~Based on 5,663,518,650 shares~~ Report of ~~our~~Independent ~~common~~Registered ~~stock~~Public ~~were~~Accounting ~~outstanding.~~Firm

We have audited the accompanying balance sheets of Surgline International, Inc. as of July 31, 2012 and 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the year July 31, 2012 and from March 15, 2011 (2date of inception) through July 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

InWe conducted ~~addition~~our toaudits ~~1,692,591~~in ~~shares~~accordance with the standards of ~~common~~the ~~stock,~~Public ~~this~~Company ~~includes:~~Accounting ~~(i)~~Oversight ~~3,000,000~~Board ~~shares~~(United ~~underlying~~States). ~~options~~Those standards ~~granted~~require ~~under~~that ~~our~~we ~~2007~~plan ~~Stock~~and ~~Option~~perform ~~Plan;~~the ~~(ii)~~audit ~~17,930,650~~to ~~shares~~obtain ofreasonable ~~common~~assurance ~~stock~~about ~~owned~~whether bythe ~~Gulfstream~~financial ~~Financial~~statements ~~Partners,~~are free of ~~which~~material Mrmisstatement. ~~Fong~~An isaudit ~~the~~includes ~~managing partner; (iii) 40~~examining,~~000,000~~ ~~shares~~on ofa ~~common~~test ~~stock~~basis, ~~held~~evidence bysupporting HFthe ~~Services,~~amounts ~~LLC.,~~and disclosures in the ~~which~~financial Mrstatements. ~~Fong~~An isaudit aalso ~~managing~~includes ~~member;~~assessing ~~(iv)~~the ~~439,533~~accounting ~~shares~~principles ofused ~~common~~and ~~stock~~significant ~~held~~estimates made by ~~another~~management, as ~~corporation~~well inas ~~which~~evaluating ~~Mr.~~the ~~Fong~~overall isfinancial anstatement ~~80%~~presentation. ~~shareholder~~We ~~and~~believe ~~(v)~~that ~~1,000,000~~our ~~shares~~audit ~~owned~~provides byreasonable abasis ~~dependent~~for ~~of Mr~~our opinion. ~~Fong.~~

34In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Surgline International, Inc. as of July 31, 2012 and 2011, and the results of its operations, and its cash flows for the year ended July 31 2012, and from March 15, 2011 (date of inception) through July 31, 2011 in conformity with U.S. generally accepted accounting principles.

~~(3)~~The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses since inception, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~In addition to 1,609,121 shares of common stock held directly by Mr~~/s/ R.R. ~~Hollander,~~Hawkins ~~this~~& ~~includes:~~Associates ~~(i) 6~~International,~~000,000~~ ~~shares of restricted common stock owned by~~ a ~~limited liability company that Mr. Hollander is the managing partner and (ii)1,400,000 shares underlying options granted under our 2007 Stock Option Plan.~~PC

~~(4)~~Los Angeles, CA

~~Includes 7~~May 1,~~400,000~~ ~~shares underlying options granted under our 2007 Stock Option Plan.~~2013

~~(5)~~F-1

Mr. Keith Mazer is the person with voting or dispositive powers with respect to the shares held by Abod Partners, LLC.

SURGLINE INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Balance Sheets
Assets
				July 31, 2012		July 31,2011
Current Assets
	Cash		$	7,467	$	49,011
	Accounts receivable			44,491		-
	Notes and interest receivable, other			36,276		-
	Inventory			13,159		-
	Debt issuance costs			4,288		-
	Prepaid assets and deposits			0		22,500
		Total current assets		105,681		71,511
Property, plant and equipment, net				-		704
		Total assets	$	105,681	$	72,215
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
	Accounts payable and accrued liabilities, related parties		$	341,985	$	20,006
	Accounts payable and accrued expenses			503,963		49,000
	Convertible debentures payable, net			151,093		-
	Derivative liability convertible debentures			238,718		-
	Notes payable			375,759		500
	Notes payable, related parties			46,543		-
		Total current liabilities		1,658,062		69,506
Shareholders’ equity (deficit):
	Preferred stock, 25,000,000 shares authorized
	Series A, 1,000,000 shares authorized; stated value $1.00 per share;160,000 (April) issued and outstanding			160,000		-
	Series B, par value $0.001, 1,000,000 shares authorized; no shares Series B, par value $0.001, 1,000,000 shares authorized; no shares			-		-
	Common stock, $.001 par value, 6,475,000,000 shares authorized; 5,480,126,761 (2012) and 3,981,163,909 (2011) shares issued and outstanding			5,480,127		3,981,164
	Additional paid-in capital			(3,755,138)		(3,278,584)
	Retained earnings			(3,437,370)		(699,871)
		Total shareholders' equity (deficit)		(1,552,381)		2,709
		Total liabilities and shareholders' equity (deficit)	$	105,681	$	72,215

~~(6)~~See notes to consolidated financial statements.

~~Mr. Derek Cahill is the person with voting or dispositive powers with respect to the shares held by MD Capital Advisors, Inc.~~F-2

(7)

SURGLINE INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statement of Operations

					Year Ended		For the period from March 15, 2011 (inception) to July 31,
					July 31, 2012		2011
Revenues:
	Revenues			$	113,620	$	-
	Cost of revenues				74,510		-
		Gross profit			39,110		-
Operating costs and expenses:
	Selling, general and administrative				49,279		242,091
	Consulting fees				117,500		-
	Management and consulting fees, related parties				290,400		68,200
	Salaries including stock compensation cost				1,577,022		389,580
	Legal and accounting				86,940		-
		Total operating costs and expenses			2,121,141		699,871
			Operating loss		(2,082,031)		(699,871)
Other income (expenses)
	Interest expense, related parties				(3,989)		-
	Interest expense, other				(272,331)		-
	Beneficial conversion feature				(223,776)		-
	Fair value adjustment of derivative liabilities				(130,372)		-
	Impairment of investment in subsidiary				(25,000)		-
		Total other income (expenses)			(655,468)		-
		Net income (loss)		$	(2,737,499)	$	(699,871)
Basic and diluted net income (loss) per common share				$	(0.01)	$	(0.01)
Basic and diluted weighted average common shares outstanding					5,362,048,682		3,981,163,909

~~Mr.~~See ~~Eric~~notes ~~Siu is the person with voting and dispositive powers with respect~~ to consolidated ~~the~~financial ~~shares help by Core Winner Holdings Limited~~statements.

~~(c)~~ F-3

Changes in control.

	SURGLINE INTERNATIONAL, INC. AND SUBSIDIARIES
	STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
	Period from March 15, 2011 (Inception) to July 31, 2011 and the Year Ended July 31, 2012

					Additional						Total
		Common stock			paid-in				Accumulated		stockholders'
		Shares	Amount		capital		Preferred stock		deficit		equity (deficit)
Issuance of common stock upon formation of SurgLine, Inc.		3,429,820,000	$	3,429,820	$	(3,429,820)	$	-	$	-	$	-
Issuance of common stock for services		325,832,900		325,833		54,167		-		-		380,000
Issuance of common stock in private placement		225,511,009		225,511		37,489		-		-		263,000
Warrants issued for services		-		-		59,580		-		-		59,580
Net loss		-		-		-		-		(699,871)		(699,871)
Balances, July 31, 2011		3,981,163,909		3,981,164		(3,278,584)				(699,871)		2,709
Reverse acquisition of SurgLine, Inc.		863,107,522		863,108		(2,677,155)		199,473		-		(1,614,574)
Issuance of shares of common stock pursuant to consulting agreements		620,401,127		620,401		956,621		-		-		1,577,022
Issuance of shares of common stock upon conversion of subordinated debentures		696,470,242		696,470		(427,470)		-		-		269,000
Issuance of shares of common stock upon conversion of Series A Preferred Stock		32,894,167		32,894		6,579		(39,473)		-		-
Issuance of shares of common stock pursuant to conversion of accounts payable		76,677,667		76,678		(33,671)		-		-		43,007
Issuance of shares of common stock pursuant to conversion of accrued interest		41,047,040		41,047		(21,811)		-		-		19,236
Issuance of shares of common stock for services		3,000,000		3,000		(1,500)		-		-		1,500
Issuance of common stock upon conversion of convertible notes		146,853,147		146,853		(46,853)		-		-		100,000
Issuance of common stock in private placement		10,000,000		10,000		(5,000)		-		-		5,000
Beneficial conversion feature		-		-		223,776		-		-		223,776
Shares of common stock cancelled		(1,041,488,059)		(1,041,488)		1,041,488		-		-		-
Redemption of subordinated debentures		-		-		533,443		-		-		533,443
Issuance of shares for acquisition of Eden Technologies,Inc.		50,000,000		50,000		(25,000)		-		-		25,000
Net loss		-		-		-		-		(2,737,499)		(2,737,499)
Balances, July 31, 2012		5,480,126,761	$	5,480,127	$	(3,755,138)	$	160,000	$	(3,437,370)	$	(1,552,381)

OnSee ~~September~~notes ~~1, 2011, we entered into and consummated the First Amendment~~ to ~~the~~consolidated financial ~~Agreement Concerning that Exchange of Securities (the “Share Exchange Agreement”) with SurgLine, Inc~~statements.~~, a Nevada corporation (“SurgLine”) and the shareholders of SurgLine.~~

Pursuant to the Agreement, we agreed to acquire all of the outstanding capital stock of SurgLine in exchange (the “Share Exchange”) for the original issuance of an aggregate of 857,143 shares (the “Exchange Shares”) of the Registrant’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Exchange Shares will be issued on a pro rata basis, on the basis of the shares held by such security holders of SurgLine at the time of the Exchange. Further in accordance with the Agreement, and following an amendment of the Registrant’s Articles of Incorporation, the Exchange Shares were converted into 3,817,554,433 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) equal to 70% of the issued and outstanding Common Stock of the Registrant. Additionally, pursuant to the provisions of the Share Exchange Agreement, the Company issued 163,609,476 restricted shares of Common Stock to the SurgLine shareholders, in satisfaction of the antiF-dilution provisions in the Share Exchange Agreement. As a result of the Share Exchange, the Registrant issued a total of 3,981,163,909 shares of its common stock to the SurgLine shareholders and SurgLine became a wholly-owned subsidiary of the Registrant. 4

ITEM 13.

SURGLINE INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows

	Year Ended			For the period from March 15, 2011 (inception) to
	July 31,			July 31,
	2012			2011
Cash flows from operating activities:
Net loss	$	(2,737,499	)	$	(699,871	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in derivative liability		(315	)		—
Initial expense on derivative liabilities		130,687			—
Stock based compensation		1,577,022			—
Common stock issued for services		1,500			439,580
Cash acquired in merger		152			—
Amortization of discount on debentures payable		202,417			—
Amortization of debt issuance costs		18,631			—
Beneficial conversion feature		223,776			—
Depreciation		704
Impairment of investment in subsidiary		25,000
Change in operating assets and liabilities:
Increase in accounts receivable		(44,491	)		—
Increase in inventory		(13,159	)		—
Decrease (increase) in prepaid expenses and other current assets		22,500			(22,500	)
Increase in accounts payable and accrued expenses		282,156			69,006
Decrease in amounts due to related parties		(46,525	)		—
Net cash used in operating activities		(357,444	)		(213,785	)
Cash flows from investing activities:
Purchase of property and equipment		—			(704	)
Net cash used in investing activities		—			(704	)
Cash flows from financing activities:
Proceeds from sale of common stock		5,000			263,000
Proceeds from issuance of related party notes payable		10,400			8,000
Proceeds from issuance of notes payable		100,000			—
Proceeds from issuance of debentures payable		216,000			—
Placement fees paid		(15,000	)		—
Repayments of notes payable		(500	)		(7,500	)
Net cash provided by financing activities		315,900			263,500
Net increase (decrease) in cash and cash equivalents		(41,544	)		49,011
Cash and cash equivalents, beginning of period		49,011			—
Cash and cash equivalents, end of period	$	7,467		$	49,011
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	5,835		$	—
Cash paid during the year for taxes	$	—		$	—
Non-cash investing and financial activities:
Fair value of options and shares issued for services	$	1,578,522		$	439,580
Fair value of shares of common stock issued for debentures and accrued and unpaid interest	$	288,236		$	—
Fair value of shares of common stock issued for account payable	$	43,007		$	—

~~CERTAIN~~See ~~RELATIONSHIPS~~notes ~~AND~~to consolidated ~~RELATED~~financial ~~TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~statements.

~~(a)~~F-5

~~Transactions~~ SurgLine ~~with~~International, ~~related persons~~Inc.

~~During~~Notes ~~the fiscal year ended July 31, 2011, we issued promissory notes totaling $3,000~~ to ~~Henry~~Consolidated ~~Fong,~~Financial a director. As of July 31, 2011 we owe Mr. Fong a principal balance of $8,500 with accrued interest of $1,368 at July 31, 2011. The remaining balance outstanding carries an interest rate of 10% and is due on demand.Statements

~~During the fiscal year ended July 31, 2011 we issued promissory notes totaling $15,200 to corporations controlled by Mr~~1. ~~Fong and repaid $38~~Organization,~~760~~ ofbasis ~~notes owed corporations controlled by Mr. Fong. During the fiscal year ended July 31, 2010 we issued promissory notes totaling $29,450 to corporations controlled by Mr. Fong and repaid $7,550~~ of ~~notes~~presentation ~~owed Mr. Fong. As of July 31, 2011, we owed the corporations $32,281 in principal~~ and ~~accrued~~summary ~~interest~~ of ~~$3,107. The~~significant ~~remaining~~accounting ~~balances on these notes carry an interest rate of 10% and are due on demand.~~policies:

We previously issued a promissory note with a stated interest rate of 8% per annum in the amount of $17,500, to Richard Perkins, a former director of the Company. This amount remains outstanding at July 31, 2011 as well as accrued and unpaid interest of $3,202. The note is due on demand and at the option of the lender, the principal and any accrued and unpaid interest may be converted to shares of common stock of the Company at $0.01 per share. In addition we owe a limited partnership controlled by Mr. Perkins in the form of a convertible promissory note $125,000 as of July 31, 2011 as well as accrued and unpaid interest of $50,514. The note may be converted at a fifteen percent (15%) discount to the price of any offering the Company does that raises a minimum of $500,000. This note was initially due December 31. 2010 and has been extended to December 31, 2011. There were no additional loans or loan repayments involving these entities during the year ended July 31, 2011.Organization

~~ITEM~~We 14were originally organized under the laws of the State of Nevada in 1996 as Zacman Enterprises, Inc. and subsequently changed our name to eNutrition, Inc.

~~PRINCIPAL~~On ~~ACCOUNTANT~~May ~~FEES~~17, ~~AND~~2002, ~~SERVICES~~our stockholders approved our acquisition of all of the issued and outstanding securities of Torpedo Delaware in exchange for 8,000,000 shares of our common stock issued to the Torpedo USA stockholders.

~~R.R.~~On ~~Hawkins~~February &1, ~~Associates~~2005, ~~International~~we acquired aall PCof ~~(f/ka/~~the ~~Hawkins~~issued ~~Accounting~~and outstanding common stock of Interactive Games, Inc. (“Interactive”). In ~~served~~conjunction with asthe ~~our~~Interactive ~~certifying~~agreement, ~~accountant~~we ~~for~~changed ~~the~~our ~~fiscal~~name ~~years~~to ~~ended~~Interactive ~~July 31~~Games, ~~2011 and 2010~~Inc.

~~Audit~~Pursuant ~~Fees~~to an Agreement and Plan of Reorganization dated as of April 23, 2007, as amended on July 25, 2007 by and between the Company and Nuvo Solar Energy, Inc., a Colorado corporation (“Nuvo”), we and Nuvo entered into a share exchange whereby all of the issued and outstanding capital stock of Nuvo, on a fully-diluted basis, was exchanged for like securities of the Company, and whereby Nuvo became our wholly owned subsidiary. Contemporaneously, we changed our name to “China Nuvo Solar Energy, Inc.”

~~Fees~~Nuvo ~~for~~was ~~audit~~formed ~~services~~on ~~billed~~April 13, 2006 for the ~~fiscal~~purpose ~~year~~of ~~ended~~seeking ~~July~~a ~~31,~~business ~~2011~~opportunity ~~and~~in ~~2010 were $31,500 and $31,500 respectively and consisted of (i) audit of~~ the ~~Company’s~~alternate ~~annual~~energy ~~financial~~or ~~statements;~~“next-generation ~~(ii)~~energy" ~~reviews~~sector. This ofindustry ~~the~~sector ~~Company’s~~encompasses ~~quarterly~~non-hydro ~~financial~~carbon ~~statements;~~based ~~(iii)~~energy ~~consultations~~production ~~on financial accounting~~ and ~~reporting~~renewable ~~matters~~energy ~~arising~~technologies ~~during~~that ~~the~~are ~~course~~“net-zero" or ofemissions ~~the audit and reviews~~free.

35SHARE EXCHANGE TRANSACTION WITH SURGLINE, INC.

~~Audit-Related~~On ~~Fees~~September 1, 2011, the Registrant entered into and consummated the First Amendment to the Agreement Concerning that Exchange of Securities (the “Share Exchange Agreement”) with SurgLine, Inc., a Nevada corporation (“SurgLine”) and the shareholders of SurgLine. SurgLine’s business plan is to provide high quality medical and surgical products at discount prices. Upon consummation of the transactions set forth in the Agreement (the “Closing”), the Registrant adopted the business plan of SurgLine. Effective with the Share Exchange Agreement the Company is operating in only one business segment and ceased all of the business development plans of Nuvo.

~~There~~Pursuant ~~were~~to nothe ~~other~~Share ~~aggregated~~Exchange Agreement, ~~fees~~the ~~billed~~Registrant agreed to acquire all of the outstanding capital stock of SurgLine in exchange (the ~~fiscal~~“Share ~~years~~Exchange”) for ~~ended~~the ~~July~~original 31issuance of an aggregate of 857,143 ~~2011~~shares ~~and~~(the ~~2010~~“Exchange ~~for~~Shares”) ~~assurance~~of ~~and~~the ~~related~~Registrant’s ~~services~~Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Exchange Shares were issued on a pro rata basis, on the basis of the shares held by such security holders of SurgLine at the ~~principal~~time ~~accountants~~of ~~that~~the Exchange. Further in accordance with the Agreement, and following an amendment of the Registrant’s Articles of Incorporation, the Exchange Shares were ~~reasonably~~converted ~~related~~into 3,817,554,433 shares of the Registrant’s common stock, par value $0.001 per share. The shares of common stock issued to the ~~performance~~SurgLine shareholders’ were equal to 70% of the ~~audit~~issued orand ~~review~~outstanding Common Stock of the ~~financial~~Registrant, immediately ~~statements~~after the Share Exchange. 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. As a result of the Share Exchange, the Registrant issued a total of 3,981,163,909 shares (the “SurgLine Shares”) of its common stock to the SurgLine shareholders and SurgLine became a wholly-owned subsidiary of the Registrant. The parties have taken the actions necessary to provide that ~~were~~the ~~not~~Exchange ~~reported~~is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. The Agreement contains customary representations, warranties and covenants of the Registrant and SurgLine for like transactions. The Share Exchange was effective upon the completed filing of Articles of Exchange with the Secretary of State of Nevada. 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 Exhibit 10.1 to the Current Report on Form 8-K/A, filed on December 14, 2011.

~~Tax Fees~~F-6

~~There~~Additionally, ~~were~~the noRegistrant issued ~~aggregate~~142,857 ~~fees~~shares ~~billed~~of its Series B Preferred Stock to Abod Partners, LLC. (“Abod”). Abod has acted as a consultant to the Registrant in facilitating the ~~fiscal~~Agreement ~~year~~by ~~ended~~and ~~July~~among ~~31,~~the ~~2011~~Registrant and ~~2010~~SurgLine. ~~for~~Upon ~~professional~~the ~~services~~effectiveness ~~rendered~~of bythe increase in the ~~principal~~authorized ~~accountant~~shares ~~for~~of ~~tax~~capital ~~compliance~~stock of the Registrant, ~~tax~~the ~~advice~~142,857 ~~and~~shares ~~tax~~of ~~planning~~Series B Preferred Stock were exchanged for 545,364,919 shares of our Common Stock.

~~All~~On ~~Other~~September ~~Fees~~1, 2011, as a covenant to the Agreement, holders of a majority of the Registrant’s outstanding Common Stock 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”) of which (a) 6,475,000,000 shares were designated as Common Stock and (b) 25,000,000 shares were designated as blank check preferred stock.

~~There~~At ~~were~~the noeffective ~~other~~time ~~fees~~of the ~~billed~~Exchange, inour board of directors and officers was reconstituted by the ~~fiscal~~resignation ~~year~~of ~~ended~~Henry ~~July~~Fong ~~31,~~as ~~2011~~President and ~~2010~~Chief ~~for~~Executive Officer ~~any~~of ~~other~~the ~~service~~Registrant ~~provided~~and bythe Rappointment of Thomas G.R. ~~Hawkins~~Toland ~~accounting~~as a member of the Registrant’s Board of Directors, President and Chief Executive Officer and Richard Dutch as Secretary and Chief Operating Officer of the Registrant.

~~ITEM~~On 15October 18, 2011 the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation to change the name of Registrant to SurgLine International, Inc. The amendment was approved by a majority of the Company’s shareholders and the Company’s Board of Directors.

~~EXHIBITS~~On or about March 7, 2012, 1,041,488,059 of the SurgLine Shares were returned to the Company and made available for future issuances.

~~Exhibits~~Going concern and management’s plans

2.1	Agreement and Plan of Reorganization by and between the Company and Nuvo Solar Energy, Inc. dated April 23, 2007. (incorporated by reference to Company’s Form 8-K filed on May 1, 2007)
2.2	Amendment No. 1 to Agreement and Plan of Reorganization by and between the Company and Nuvo Solar Energy, Inc. dated July 25, 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
2.3	Articles of Exchange relating to the share exchange by and between Interactive Games, Inc. and Nuvo Solar Energy, Inc. as filed with the Nevada Secretary of State on July 25, 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
2.4	Statement of Share Exchange relating to the share exchange by and between Interactive Games, Inc. and Nuvo Solar Energy, Inc. as filed with the Colorado Secretary of State on July 25, 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
22.5	Amended Agreement Concerning the Exchange of Securities by and among the Registrant and SurgLine, Inc. dated September 1, 2011. (incorporated by reference to Company’s Form 8-k filed on September 8, 2011)
3.1	Amended and Restated Articles of Incorporation of Interactive Games, Inc. (incorporated by reference to Company’s Form 8-K filed on July 5, 2007).
3.2	Amended and Restated Bylaws of Interactive Games, Inc. (incorporated by reference to Company’s Form 8-K filed on July 5, 2007).
3.3	Amended and Restated Articles of Incorporation of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
3.4	Certificate of Designation of Series A Preferred Stock. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
4.1	Amended and Restated Certificate of Designation Series A Preferred Stock of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-K filed on July 1, 2011)
34.2	Amended and Restated Articles of Incorporation of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-K filed on September 8, 2011).
4.3	Form of promissory note made by the Company in favor of certain investors in July 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
44.4	Form of warrant issued by the Company to certain investors on July 2007. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
44.5	Amended and Restated Certificate of Designation Series B Preferred Stock of China Nuvo Solar Energy, Inc. (incorporated by reference to Company’s Form 8-k filed on September 8, 2011)
10.1	Agreement between the Company and Photovoltiacs.com, Inc. dated June 9, 2006, as amended. (incorporated by reference to Company’s Form 8-K filed on July 31, 2007)
14.1	Code of Ethics. (filed herewith)
21.1	List of Subsidiaries. (filed herewith).
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith).
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith).
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith).
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith).

The Company had a working capital deficit of approximately $1,552,380 at July 31, 2012. Additionally, the Company to date has generated minimal revenues. Accordingly, the Company has no ready source of working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. While management believes the Company may be able to raise funds through the issuance of debt, there is no assurance the Company will be able to raise sufficient funds to operate in the future. The debt financing may include loans from our officers and directors. Our balance sheet includes current liabilities of approximately $1,658,000, a portion of this amount are in the form of a derivative liability of $238,718 and convertible notes and debentures of $526,852. These amounts, plus other related party loans of approximately $46,543 and accrued and unpaid interest may be converted to common stock, thereby reducing considerably our debt service obligations. Nevertheless, we will be required to raise funds in order to fund our operations and costs associated with being a public company.

36On September 1, 2011 the Company completed the acquisition of 100% of the common stock of SurgLine. Pursuant to the terms of the Share Exchange Agreement (see above) SurgLine became a wholly owned subsidiary of SurgLine International, Inc. (formerly China Nuvo Solar Energy, Inc.) We will require additional capital for general corporate working capital to fund our day-to-day operations of SurgLine. We presently believe the source of funds will primarily consist of debt financing, which may include debt instruments that may include loans from our officers or directors.

~~SIGNATURES~~Basis of presentation

InThe consolidated ~~accordance~~financial ~~with~~statements ~~Section~~for 13the oryear ending July 31, 2012 include the accounts of SurgLine, the Company and our wholly owned subsidiary Nuvo. For the year ended July 31, 2011 the consolidated financial statements includes only SurgLine from March 15, 2011(d)their date of ~~the~~inception) ~~Exchange~~to ~~Act~~July 31, 2011. All of the ~~registrant~~intercompany ~~caused~~accounts ~~this~~have ~~report~~been eliminated in consolidation. Certain reclassifications to beamounts ~~signed~~reported onin ~~its~~the ~~behalf~~July by31, 2011 consolidated financial statements have been made to conform to the ~~undersigned~~July 31, ~~thereunto~~2012 ~~duly~~presentation. ~~authorized~~The balance sheet as of July 31, 2011 is derived from SurgLine’s audited financial statements.

	CHINA NUVO SOLAR ENERGY, INC.
	(Registrant)
Date: November 14, 2011	By: /s/ Thomas G Toland
	Thomas G Toland
	Principal Executive Officer
	By: /s/ Barry S. Hollander
	Barry S. Hollander
	Principal Financial Officer

For SEC reporting purposes, SurgLine is treated as the continuing reporting entity that acquired China Nuvo (the historic registrant, now known as SurgLine International, Inc.). The reports filed after the transaction have been prepared as if SurgLine (accounting acquirer) were the legal successor to the Company’s reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of SurgLine for all periods prior to the share exchange and consolidated with the Company from the date of the share Exchange. SurgLine previously had a June 30 fiscal year end, but has now assumed the fiscal year end of the Company (July 31), the legal acquirer. Since SurgLine was formed in March 2011, the prior year comparative results are from inception of SurgLine (March 15, 2011) to July 31, 2011. All share and per share amounts of SurgLine have been retroactively adjusted to reflect the legal capital structure of the Company pursuant to FASB ASC 805-40-45-1.

InSurgLine, ~~accordance~~Inc. (“SurgLine”) was incorporated on March 15, 2011 under the laws of the state of Nevada. The Company provides its customers with the ~~Exchange~~highest ~~Act,~~quality medical ~~this~~and ~~report~~surgical ~~has~~products ~~been~~at ~~signed~~the ~~below~~lowest possible cost by eliminating the ~~following~~“historical ~~persons~~brand onpremium.” ~~behalf~~The Company’s founders saw the need to help reduce costs in the acute care healthcare system, and particularly that of the ~~registrant~~Operating Rooms. The Company’s core business strategy is simply: Source and insell the ~~capacities~~highest quality medical and onsurgical products for substantially less, thereby reducing the ~~dates~~“historical ~~indicated~~brand premium” that has historically been absorbed by healthcare end users, including hospitals, outpatient surgery centers, medical clinics, self-insured employers, managed care organizations, commercial insurance carriers and state and federal governmental payers.

Date: November 14, 2011	/s/ Henry Fong
	Henry Fong
	Director
Date: November 14, 2011	/s/ Thomas G. Toland
	Thomas G Toland
	Director

F-7

37Significant accounting policies:

~~CHINA~~Use ~~NUVO~~of ~~SOLAR ENERGY, INC. AND SUBSIDIARIES~~estimates

AThe ~~DEVELOPMENT~~preparation ~~STAGE~~of ~~COMPANY~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results will differ from those estimates.

~~FOR~~Intellectual ~~THE YEARS ENDED JULY 31, 2011 AND 2010~~Property

~~INDEX~~The TOCompany ~~CONSOLIDATED~~records ~~FINANCIAL~~intangible assets ~~STATEMENTS~~in accordance with Statement of Financial Accounting Standard (SFAS) Number 142, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets deemed to have indefinite lives are not subject to annual amortization. Intangible assets which have finite lives are amortized on a straight line basis over their remaining useful life; they are also subject to annual impairment reviews.

Report of Independent Registered Public Accounting Firm	F-2
Consolidated financial statements:
Consolidated balance sheet	F-3
Consolidated statements of operations	F-4
Consolidated statement of changes in stockholders' deficit	F-5
Consolidated statements of cash flows	F-6 – F-7
Notes to consolidated financial statements	F-8 – F23

Revenue recognition

F-The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.

~~Board~~Cash ofand ~~Directors~~cash equivalents

~~China~~The ~~Nuvo~~Company ~~Solar~~considers ~~Energy,~~all highly ~~Inc.~~liquid ~~and~~investments ~~subsidiary~~with original maturities of three months or less to be cash equivalents.

~~West Palm Beach, Florida~~Inventory

~~Report~~Inventories are stated at the lower of ~~Independent~~cost ~~Registered~~or ~~Public~~market, ~~Accounting~~with ~~Firm~~cost determined on a first-in, first-out basis. At July 31, 2012, $13,159 of finished goods inventory was on hand. During the year ended July 31, 2012, the Company wrote off $16,095 of inventory.

WeConcentration have audited the balance sheet of China Nuvo Solar Energy, Inc. as of July 31, 2011 and 2010, stockholders’ equity for the years ending July 31, 2011 and 2010, the related statements of operations and cash flows for the years ending July 31, 2011 and 2010 and from April 16, 2006 (date of inception) through July 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these~~credit ~~financial statements based on our audit.~~risks

WeThe ~~conducted our audit in accordance with the standards of the Public~~ Company ~~Accounting~~is ~~Oversight Board in the United States of America. Those standards require that we plan and perform the audit~~ subject to ~~obtain~~concentrations ~~reasonable assurance about whether the financial statements are free~~ of ~~material~~credit ~~misstatement. An~~risk ~~audit~~primarily ~~includes~~from ~~examining,~~cash ~~on a test basis, evidence supporting the amounts~~ and ~~disclosures~~assets infrom ~~the~~discontinued ~~financial statements~~operations. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

InThe ~~our~~Company ~~opinion,~~minimizes ~~the~~its credit ~~financial~~risks ~~statements~~associated ~~referred~~with ~~to above present fairly~~cash, inincluding ~~all~~cash ~~material~~classified ~~respects, the financial position of China Nuvo Solar Energy, Inc.~~ as ofassets ~~July~~from ~~31,~~discontinued ~~2011 and 2010~~operations, ~~stockholders’~~by ~~equity~~periodically ~~for~~ evaluating the ~~years~~credit ~~ending~~quality ~~July 31 2011 and 2010, the related statements~~ of ~~operations~~its ~~and~~primary ~~cash~~financial flows for the years ending July 31, 2011 and 2010 and from April 16, 2006 (date of inception) through July 31, 2011 in conformity with generally accepted accounting principles in the United States of Americainstitutions.

~~The~~Stock-based accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses since inception, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.compensation

/The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's/ Rperformance is complete.R. ~~Hawkins~~Stock &awards ~~Associates~~granted ~~International~~to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. There are 16,500,000 astock PCoptions outstanding at July 31, 2012.

~~November 14, 2011~~F-8

~~Los~~Fair ~~Angeles,~~value CAof financial instruments

~~11301~~Fair W.value ~~Olympic~~measurements are ~~Blvd.~~determined #under ~~714~~a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

~~Los~~Fair ~~Angeles~~value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., CAthe ~~90064~~“exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

T:The ~~310~~highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).~~553.5707 F:~~ ~~310~~Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.~~553.5337~~

~~www.rrhawkins.com~~The three hierarchy levels are defined as follows:

~~F-2~~Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

~~CHINA~~Level 2 – Quoted prices ~~NUVO~~for ~~SOLAR~~identical ~~ENERY~~assets and liabilities in markets that are not active, ~~INC.~~quoted ~~AND~~prices ~~SUBSIDIARY~~for (Asimilar ~~Development~~assets ~~Stage~~and ~~Company)~~liabilities ~~Consolidated~~in active ~~Balance~~markets ~~Sheets~~or financial instruments for which significant inputs are observable, either directly or indirectly;

Assets
					July 31, 2011		July 31, 2010
							(Restated)
Current Assets
	Cash			$	13,652	$	404
	Notes and interest receivable, other				36,276		36,276
			Total current assets		49,928		36,680
Debt issuance costs					7,919		12,464
			Total assets	$	57,847	$	49,144
Liabilities and Shareholders’ Deficit
Current liabilities:
	Accounts payable and accrued liabilities, related parties			$	377,514	$	970,170
	Accounts payable and accrued expenses				217,598		259,145
	Convertible debentures payable, net				207,678		-
	Derivative liability convertible debentures				475,789		206,590
	Notes payable				183,259		211,559
	Notes payable, related parties				233,281		317,231
			Total current liabilities		1,695,119		1,964,695
Long-term liabilities:
		Convertible debentures payable, net			-		173,644
			Total liabilities		1,695,119		2,138,339
Shareholders’ deficit:
	Preferred stock, 25,000,000 shares authorized
	Series A, 1,000,000 shares authorized; stated value $1.00 per share; 224,473 (2011) and 314,172 shares (2010) issued and outstanding				224,473		314,172
	Series B, par value $0.001, 1,000,000 shares authorized; no shares issued and outstanding				-		-
	Common stock, $.001 par value, 6,475,000,000 shares authorized; 802,575,609 (2011) and 375,558,301 (2010) issued and outstanding				802,575		375,558
	Minority interest				-		(140,724)
	Additional paid-in capital				10,585,265		10,304,662
	Retained earnings				(13,249,585)		(12,942,862)
			Total shareholders' deficit		(1,637,272)		(2,089,195)
			Total liabilities and shareholders' deficit	$	57,847	$	49,144

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

~~F-3~~Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.

CHINA NUVO SOLAR ENERY, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Operations
For the Year Ended July 31, 2011 and 2010
								From Inception
				July 31,		July 31,		April 16, 2006-
				2011		2010		July 31, 2011
Revenues:
	Revenues		$	-	$	-	$	9,766
	Cost of revenues			-		-		-
		Gross profit		-		-		9,766
Operating costs and expenses:
	Selling, general and administrative			-		-		-
	Bonus, related party			-		-		275,561
	Consulting fees			68,500		-		400,359
	Management and consulting fees, related parties			205,200		166,000		916,200
	Salaries including stock compensation cost			-		123,908		853,626
	Legal and accounting			31,825		58,348		271,245
	Bad debt write off			52,855		-		52,855
	Other			25,186		44,423		375,905
		Total operating costs and expenses		383,566		392,679		3,145,751
		Operating loss		(383,566)		(392,679)		(3,135,985)
Other income (expenses)
	Interest expense, related parties			(23,369)		(28,638)		(115,412)
	Interest expense, other			(197,374)		(176,712)		(1,037,149)
	Interest income, related parties			-		147		4,780
	Minority interest			2,007		5,036		142,731
	Write off intellectual property			-		(333,403)		(333,403)
	Loss on investment in subsidiary			-		-		(9,483,293)
	Fair value adjustment of derivative liabilities			(313,437)		154,188		99,131
	Gain on debt settlement			115,561		-		115,561
	Gain on sale of subsidiary			493,454		-		493,454
		Total other income (expenses)		76,843		(379,382)		(10,133,600)
		Net income (loss)	$	(306,723)	$	(772,061)	$	(13,249,585)
Basic and diluted net income (loss)
	per common share		$	(0.01)	$	(0.01)
Basic and diluted weighted average common
shares outstanding				482,778,407		326,246,395

The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and convertible debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

F-49

~~CHINA~~Income ~~NUVO SOLAR ENERY, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statement of Changes in Shareholders’ Deficit~~taxes

	Common stock		Additional paid-in capital	Deferred compensation	Minority interest	Preferred stock	Accumulated (deficit) equity	Total stockholders' deficit
	Shares	Amount
Balance at April 13, 2006 Inception Date	-	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Net loss April 13, 2006 thru July 31, 2006	-	-	-	-	-	-	(22,264)	(22,264)
July 2006 through July 31, 2007	133,333,255	133,333	554,167	-	-	-	-	687,500
Reverse acquisition of Nuvo Solar Energy, Inc.	60,219,207	60,219	7,403,890	-	-	535,891	-	8,000,000
Net loss	-	-	-	-	-	-	(10,051,258)	(10,051,258)
Balances, July 31, 2007	193,552,462	193,552	7,958,057	-	-	535,891	(10,073,522)	(1,386,022)
Issuance of shares upon conversion of subordinated debentures	6,473,975	6,474	320,448	-	-	-	-	326,922
Sale of subsidiary common stock	-	-	50,000	-	-	-	-	50,000
Issuance of shares for services	1,650,000	1,650	350,850	(235,000)	-	-	-	117,500
Amortization of deferred compensation	-	-		101,667	-	-	-	101,667
Issuance of options and warrants	-	-	328,375	-	-	-	-	328,375
Issuance of shares pursuant to conversion of notes and interest payable	1,000,000	1,000	99,000	-	-	-	-	100,000
Issuance of shares of subsidiary common stock for notes and interest payable, related parties	-	-	300,023	-	(61,286)	-	-	238,737
Issuance of shares for purchased technology	2,000,000	2,000	148,000	-	-	-	-	150,000
Net loss	-	-		-	-	-	(1,310,229)	(1,310,229)
Balances, July 31, 2008	204,676,437	204,676	9,554,753	(133,333)	(61,286)	535,891	(11,383,751)	(1,283,050)
Issuance of shares upon conversion of subordinated debentures	41,904,256	41,904	142,732	-	-	-	-	184,636
Issuance of shares upon conversion of notes payable, related and accrued interest payable, related	15,385,470	15,385	61,119	-	-	-	-	76,504
Amortization of deferred compensation	-	-	-	133,333	-	-	-	133,333
Issuance of shares pursuant to conversion of accounts payable	1,287,692	1,288	6,087	-	-	-	-	7,375
Issuance of common stock upon mandatory conversion of preferred stock	21,697,324	21,697	76,953	-	-	(98,650)	-	0
Minority interest	-	-	-	-	(74,402)	-	-	(74,402)
Net loss	-	-	-	-	-	-	(787,050)	(787,050)
Balances, July 31, 2009	284,951,179	284,951	9,841,644	-	(135,688)	437,241	(12,170,801)	(1,742,653)
Issuance of shares upon conversion of subordinated debentures	34,666,667	34,667	295,889	-	-	-	-	330,556
Warrants issued for services	-	-	100,000	-	-	-	-	100,000
Issuance of common stock upon mandatory conversion of preferred stock	55,940,455	55,940	67,129	-	-	(123,069)	-	0
Minority interest	-	-		-	(5,036)	-	-	(5,036)
Net loss	-	-		-	-	-	(772,061)	(772,061)
Balances July 31, 2010	375,558,301	375,558	10,304,662	-	(140,724)	314,172	(12,942,862)	(2,089,194)
Minority interest	-	-	-	-	(2,007)	-	-	(2,007)
Issuance of shares upon conversion of subordinated debentures and accrued interest	0	0	0	-	-	-	-	137,742
Issuance of common stock upon conversion of notes payable	34,500,000	34,500	(1,200)	-	-	-	-	33,300
Issuance of common stock upon conversion of notes payable, related	22,000,000	22,000	10,955	-	-	-	-	32,955
Issuance of common stock upon conversion of accounts payable and accrued expenses, related parties	53,000,000	53,000	61,165	-	-	-	-	114,165
Issuance of common stock upon conversion of accounts payable and accrued expenses	13,266,666	13,267	6,633	-	-	-	-	19,900
Amortization of redeemed subordinated debentures	-	-	238,168	-	-	-	-	238,168
Issuance of common stock upon conversion of Series A preferred stock	203,299,448	203,299	46,400	-	-	(249,699)	-	-
Issuance of preferred stock upon conversion of bonus payable, related	-	-	-	-	-	160,000	-	160,000
Issuance of common stock for services	10,000,000	10,000	30,000	-	-	-	-	40,000
Sale of subsidiary	-	-	(158,309)	-	142,731	-	-	(15,578)
Net loss	-	-	-	-	-	-	(306,723)	(306,723)
Balances July 31, 2011	802,575,609	$803,575	$10,585,264	$ -	$ -	$224,473	$(13,249,585)	$(1,637,273)

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

FASC 740-510 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties.

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Year Ended July 31, 2011 and 2010
								From Inception
				July 31,		July 31,		April 16, 2006-
				2011		2010		July 31, 2011
Cash flows from operating activities:
	Net income (loss)		$	(306,723)	$	(772,061)	$	(13,249,586)
Adjustments to reconcile net income (loss)
	to net cash used in operating activities:
		Gain on debt settlement		(115,561)		-		(115,561)
		Impairment of goodwill		-		-		9,483,293
		Loss on impairment		-		333,403		333,403
		Increase (decrease) in derivative liability		313,437		(154,188)		(99,131)
		Change in minority interest		(2,007)		(5,036)		(142,731)
		Bad debt write off		52,855		-		52,855
		Gain on sale of minority interest		(493,454)		-		(493,454)
		Amortization of discount on debentures payable		141,464		119,740		759,958
		Amortization of debt issuance costs		22,045		22,832		120,355
		Common stock and warrant based compensation		40,000		123,908		893,626
		Depreciation		-		2,336		5,478
		Amortization of intellectual property		-		26,332		106,498
Change in operating assets and liabilities:
	Decrease (increase) in prepaid expenses and other current assets			-		-		-
	(Increase) in notes and interest receivable			-		-		(4,632)
	Increase in accounts payable and accrued expenses			(75,388)		39,956		142,411
	Increase in amounts due to related parties			263,640		154,528		540,810
Net cash used in operating activities				(159,692)		(108,250)		(1,666,408)
Cash flows from investing activities:
	Purchase of property and equipment			-		-		(293,401)
	Cash acquired in reverse transactions			-		-		33,074
Net cash used in investing activities				-		-		(260,327)
Cash flows from financing activities:
	Proceeds from sale of common stock			-		-		766,985
	Proceeds from issuance of related party notes payable			18,200		79,485		389,200
	Proceeds from debentures payable			206,000		-		711,000
	Proceeds from sale of subsidiary common stock			-		-		69,848
	Proceeds from payments received on notes receivable, related parties			-		-		-
	Placement fees paid			(17,500)		-		102,155
	Proceeds from advances and loans			5,000		37,900		381,376
	Payment of related party notes payable			(38,760)		(7,550)		(235,028)
	Payment to related party for notes receivable			-		-		(24,785)
	Payment of notes payable			-		(1,485)		(220,354)
	Increase in bank overdraft			-		-		(9)
Net cash provided by financing activities				172,940		108,350		1,940,388
Net increase (decrease) in cash and cash equivalents				13,248		100		13,652
Cash and cash equivalents, beginning of period				404		304		-
Cash and cash equivalents, end of period			$	13,652	$	404	$	13,652

Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

~~F-6~~Loss per common share

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Cash Flows (Continued)
							From Inception
			July 31,		July 31,		April 16, 2006-
			2011		2010		July 31, 2011
Supplemental disclosures of cash flow information:
	Cash paid during the year for interest	$	7,066	$	1,880	$	107,286
	Cash paid during the year for taxes	$	-	$	-	$	-
Non-cash investing and financial activities:
	Fair value of options and shares issued for notes payable, subordinated debentures and interest	$	338,062	$	119,000	$	3,590,117
	Fair value of preferred shares issued for related party bonus payable	$	160,000	$	-	$	160,000
	Fair value of options and shares issued for services	$	40,000	$	-	$	40,000
	Fair value of subsidiary common stock issued for notes and interest payable	$	-	$	-	$	300,023
	Common stock issued in connection with merger	$	-	$	-	$	133,333

Earnings (loss) per share are computed in accordance with ASC 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the period. Stock options, warrants and common stock underlying convertible promissory notes at July 31, 2012 was 995,221,305 and are not considered in the calculation as the impact of the potential common shares would be to decrease loss per share and therefore no diluted loss per share figures are presented.

~~F-7~~Recent accounting pronouncements

~~CHINA~~In ~~NUVO~~June ~~SOLAR~~2011, ~~ENERGY~~the FASB issued ASU No. 2011-05, ~~INC~~“Presentation of Comprehensive Income.” ~~AND~~The ~~SUBSIDIARIES~~guidance improves the comparability of financial reporting and facilitates the convergence of U.S. GAAP and IFRS by amending the guidance in ASC 220, Comprehensive Income. Under the amended guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This guidance is effective retrospectively for annual and interim periods beginning after December 15, 2011. The adoption of the guidance is not expected to have a material impact on the Company's Consolidated Financial Statements or the Notes thereto.

(AThe ~~Development~~Company ~~Stage~~has ~~Company)~~implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~NOTES~~2. TOAccrued ~~CONSOLIDATED~~liabilities, ~~FINANCIAL~~related ~~STATEMENTS~~ parties:

~~THE~~Accrued ~~YEARS~~liabilities, related ~~ENDED~~parties ~~JULY~~at July 31, ~~2011~~2012 ~~AND~~are ~~2010~~as follows:

		2012
Management fees	$	324,791
Accrued interest		8,370
Affiliated Companies		8,824
	$	341,985

~~Organization, basis of presentation and summary of significant accounting policies:~~ F-10

~~Organization~~3. Convertible debentures payable:

~~China~~Current ~~Nuvo~~Year ~~Solar~~Convertible ~~Energy, Inc. (the “Company”), was formerly known as Interactive Games, Inc., a Nevada Corporation ("Interactive").~~ Notes

~~Pursuant~~During tothe anyear ~~Agreement~~ended ~~and Plan of Reorganization dated as of April 23~~July 31, ~~2007~~2012, ~~as amended on July 25, 2007 (~~the ~~“Share~~ ~~Exchange”),~~Company byentered ~~and~~into ~~between~~note ~~the~~agreements ~~Company~~with ~~and~~Asher ~~Nuvo Solar Energy~~Enterprises, Inc., aan ~~Colorado~~unaffiliated ~~corporation (“Nuvo”) incorporated on April 13~~investor, ~~2006,~~for wethe ~~and~~issuance ~~Nuvo entered into a share exchange whereby all~~ of convertible ~~the~~promissory ~~issued~~notes ~~and outstanding capital stock~~ of ~~Nuvo~~$166, ~~on a fully-diluted basis~~000, ~~was~~in ~~exchanged for like securities of~~ the ~~Company,~~aggregate ~~and whereby Nuvo became our wholly owned subsidiary~~ (~~the~~together ~~“Share~~referred ~~Exchange”).~~to ~~The Share Exchange was effective~~ as ~~of July 25, 2007, upon~~ the completed filing of Articles of Exchange with the Nevada Secretary of State and a Statement of Share Exchange with the Colorado Secretary of State. Contemporaneously with the Share Exchange, we changed our name to “~~China~~CY ~~Nuvo~~Convertible ~~Solar Energy, Inc.~~Notes”) as follows:

Immediately prior to the effective time of the Share Exchange, Nuvo had outstanding 5,500,000 shares of its common stock (“Nuvo Common Stock”) and no shares of preferred stock. In accordance with the Share Exchange Agreement, each share of Nuvo Common Stock was acquired by us in exchange for approximately 24.24 shares of our common stock for a total of 133,333,255 shares issued. Accordingly, after giving effect to the Share Exchange, the Company had approximately 189,915,355 shares of Common Stock outstanding immediately following the transaction. The shares issued were valued at approximately $8 million or $.06 per share (the market price of the common stock on the date of issuance). The Company allocated the value of the shares to goodwill as the fair value of the liabilities assumed exceeded the fair value of the assets acquired. Management has determined that as of July 31, 2007 the goodwill amount of $8 million was impaired and recorded the write down of goodwill for the year ending July 31, 2007.

September 13, 2011	$	28,000
November 25, 2011		30,000
December 28, 2011		25,000
February 3, 2012		27,500
March 16, 2012		28,000
June 25, 2012	$	27,500

AsAmong aother ~~result of the Share Exchange~~terms, the CY ~~former~~Convertible ~~Nuvo~~Notes ~~shareholders~~mature ~~together~~on ~~held~~their ~~approximately~~nine ~~66.6%~~month ofanniversary (the ~~Company’s~~“Maturity ~~outstanding~~Date”), ~~common~~unless ~~stock~~prepayment ~~immediately~~of ~~following~~any of the CY ~~transaction,~~Convertible onNotes ais ~~fully-diluted~~required ~~basis.~~in ~~Accordingly~~certain events, ~~the~~as ~~Share~~called ~~Exchange~~for ~~constituted~~in athe ~~change~~agreement. The ofCY ~~control~~Convertible ofNotes ~~the~~are ~~Company.~~convertible at As a ~~result~~conversion ofprice (the ~~Share~~“Conversion ~~Exchange,~~Price”) ~~Nuvo~~for ~~constituted~~each ~~the~~share ~~accounting~~of ~~acquirer~~common instock ~~the~~equal ~~Share~~to ~~Exchange;~~50% ~~however,~~of wethe ~~elected~~average toof ~~have~~the alowest three ~~July~~trading 31prices ~~fiscal~~per ~~year~~share ~~end,~~of ~~which is~~ the ~~same~~Company’s ~~fiscal~~common ~~year~~stock ~~end~~for ~~that~~the ~~Interactive~~ten ~~Games,~~(10) ~~Inc.~~trading ~~had~~days ~~prior~~immediately topreceding the ~~Share Exchange.~~ date

of conversion. In ~~June 2007~~addition, ~~our~~the CY ~~stockholders,~~Convertible ~~through~~Notes aprovide ~~written~~for ~~consent~~adjustments ~~executed~~for bydividends ~~stockholders~~payable ~~holding~~other athan ~~majority~~in ~~of the outstanding~~ shares of ~~our~~ common stock, ~~entitled~~for ~~to vote~~reclassification, exchange ~~adopted~~or ~~and~~substitution ~~approved~~of ~~Amended~~the ~~and~~common ~~Restated~~stock ~~Articles~~for ofanother ~~Incorporation~~security ~~and~~or ~~ratified~~securities of the ~~Amended~~Company ~~and~~or ~~Restated~~pursuant ~~Bylaws~~to ofa ~~the~~reorganization, merger, ~~Company~~consolidation, ~~which~~or ~~were~~sale ~~adopted~~of byassets, ~~our~~where ~~board~~there ofis ~~directors~~a onchange ~~June~~in ~~26,~~control ~~2007.~~of the Company.

The ~~Amended~~CY ~~and~~Convertible ~~Restated~~Notes bears ~~Articles~~interest at eight percent (8%) per annum, payable in cash or shares of ~~Incorporation~~our ~~increased~~common stock at the ~~authorized~~Conversion ~~capital~~Price. Upon the ~~stock~~occurrence of ~~the~~an ~~Company~~Event ~~from~~of ~~105,000,000~~Default ~~shares~~(as todefined ~~500,000,000~~in ~~shares,~~the ofCY ~~which~~Convertible 25Notes),~~000,000~~ ~~shares~~the ~~now~~Company ~~may~~is berequired ~~preferred~~to ~~stock~~pay ~~having~~interest to the Holder ~~voting~~of ~~powers,~~each ~~designations,~~outstanding ~~preferences,~~note ~~limitations,~~at ~~restrictions~~twenty-two percent (22%) per annum and ~~relative~~the ~~rights~~Holders asmay ~~determined~~at bytheir option declare the ~~board~~CY ofConvertible Notes, ~~directors~~together ~~from~~with ~~time~~all accrued and unpaid interest, to ~~time.~~be immediately due and payable.

~~Nuvo~~The ~~was~~Company ~~formed~~may onat ~~April~~its option ~~13,~~prepay ~~2006~~the ~~for~~CY Convertible Notes in full during the ~~purpose~~first ofninety ~~seeking~~days afollowing ~~business~~their ~~opportunity~~issuance in an amount equal to 150% of the ~~alternate~~outstanding ~~energy~~principal orand ~~“next-generation~~interest, ~~energy"~~and ~~sector.~~during ~~This~~the ~~industry~~91st ~~sector~~to ~~encompasses~~180th ~~non-hydro~~days ~~carbon~~following ~~based~~the ~~energy~~Note ~~production~~in an amount equal to 175% of the outstanding principal and ~~renewable~~interest. ~~energy~~Further ~~technologies~~terms ~~that~~call ~~are~~for ~~“net-zero"~~the orCompany ~~emissions~~to ~~free~~maintain shares reserved for issuance as stated in the CY Convertible Note.

OnWe ~~September~~received 1,net ~~2011~~proceeds from the ~~Company~~CY ~~completed~~Convertible ~~the~~Notes ~~acquisition~~of $151,000 after debt issuance costs of ~~100%~~$15,000 paid for lender legal fees. These debt issuance costs will be amortized over the term of the CY Convertible Note or such shorter period as the CY Convertible Note may be outstanding. Accordingly, as the CY Convertible Note is converted to common stock ofprior ~~SurgLine~~to their expiration date, that ~~Inc.~~amount ~~("SurgLine").~~of ~~Pursuant~~debt issuance costs attributable to the ~~terms~~amounts converted will be accelerated and expensed as of the ~~Share~~applicable conversion ~~Exchange~~dates. ~~Agreement~~For ~~(see~~the ~~subsequent~~year ~~event~~ended ~~footnote~~July ~~#10)~~31, ~~SurgLine~~2012, ~~will~~$18,630 ~~become~~of athese ~~wholly~~costs ~~owned~~had ~~subsidiary~~been ofexpensed ~~China~~as ~~Nuvo~~debt issuance costs and included in interest expense in the accompanying financial statements.

FWe have determined that the conversion feature of the CY Convertible Notes represents an embedded derivative since the CY Convertible Note is convertible into a variable number of shares upon conversion. Accordingly, the CY Convertible Notes are not considered to be conventional debt under EITF 00-819 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives meet the criteria of ASC 815 (formerly SFAS 133 and EITF 00-19), and should be accounted separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the CY Convertible Notes. Such discount will be accreted from the date of issuance to the maturity dates of the CY Convertible Notes. The change in the fair value of the liability for derivative contracts will be credited to other income (expense) in the consolidated statements of operations at the end of each quarter. The $166,000 face amount of the CY Convertible Notes were stripped of its’ conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds to the conversion option attributed to the debt. The beneficial conversion feature (an embedded derivative) included in the CY Convertible Notes resulted in an initial debt discount of $166,000 and an initial loss on the valuation of derivative liabilities of $130,687 for a derivative liability balance of $296,687 at issuance.

~~CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES~~F-11

(AThe ~~Development~~fair ~~Stage~~values ~~Company)~~of the CY Convertible Notes were calculated at issue date utilizing the following assumptions:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Issuance Date	Fair Value	Term	Assumed Conversion Price	Market Price on Issue Date	Volatility Percentage	Interest Rate
9/13/11	$46,667	9 months	$0.0012	$0.0026	187%	1.4%
11/25/11	40,909	9 months	0.00073	0.0015	193%	.02
12/28/11	35,714	9 months	0.0007	0.0014	194%	.02
2/3/12	51,546	9 months	0.00053	0.0016	209%	.06
3/16/12	31,933	9 months	0.00041	0.0007	213%	.07
6/25/12	89,918	9 months	0.00018	0.0007	265%	.15

~~THE~~During ~~YEARS~~the ~~ENDED~~year ~~JULY~~ended July 31, ~~2011~~2012 ~~AND~~the ~~2010~~Company issued 442,326,373 shares of common stock upon the conversion of $83,000 face value of the CY Convertible notes and $3,320 of accrued and unpaid interest. As of July 31, 2012 there was a balance of $83,000 of CY Convertible Notes. At July 31, 2012, the Company revalued the derivative liability balance of the CY Convertible Notes.

1.The fair value of the CY Convertible Notes was calculated at July 31, 2012 utilizing the following assumptions:

Organization, basis of presentation and summary of significant accounting policies:

Fair Value

Term

Assumed

Conversion Price

Volatility Percentage

Interest Rate

$165,940

1-8 months

$0.00018

290%

.07-0.14

Pursuant to the Share Exchange Agreement, the Company assumed a derivative liability of $253,333 related to the face value of $123,000 of Convertible Notes (~~continued~~the “Assumed Convertible Notes”). The Assumed Convertible Notes have terms similar to the CY Convertible Notes. Subsequent to the Share Exchange Agreement, the Company issued 205,587,669 shares of common stock upon the conversion of $123,000 face value of the Assumed Convertible Notes, $5,405 of accrued and unpaid interest and $1,500 of fees on the Assumed Convertible Notes. The Assumed Convertible Notes had a zero balance at July 31, 2012.The Company reduced the derivative liability by $299,571 as a result of the redeemed Assumed Convertible Notes. Prior to the redemption of the Assumed Convertible Notes, the Company revalued the remaining face value of the Assumed Convertible Notes and recorded a credit to expenses of $46,238. Since the Assumed Convertible Notes have a zero balance as of July 31, 2012 there is no derivative liability related to the Assumed Convertible Notes.

~~Pursuant~~Also topursuant ~~the Agreement, we agreed~~ to ~~acquire all of~~ the ~~outstanding capital stock of SurgLine in exchange (the “~~Share Exchange”) ~~for~~Agreement, the ~~original~~Company ~~issuance~~assumed $128,500 of anface ~~aggregate~~value of ~~857,143~~2007 ~~shares~~Debentures (the “~~Exchange~~2007 ~~Shares~~Debentures”) ofand ~~the~~a ~~Registrant’s~~derivative liability ~~Series~~of ~~B Preferred Stock~~$222,456 ~~par~~associated ~~value~~with ~~$0.001 per share (~~the ~~“Series~~2007 ~~B Preferred Stock”)~~Debentures. The ~~Exchange~~2007 ~~Shares~~Debentures ~~were~~are ~~issued~~convertible onat a ~~pro~~conversion ~~rata~~price ~~basis, on~~ (the ~~basis~~“Conversion Price”) offor ~~the~~each ~~shares~~share ~~held by such security holders~~ of ~~SurgLine~~common atstock ~~the~~equal ~~time~~to of75% ~~the Exchange. Further in accordance with the Agreement, and following an amendment~~ of the ~~Registrant’s~~lowest ~~Articles~~closing ofbid ~~Incorporation,~~price ~~the~~per ~~Exchange~~share ~~Shares~~(as ~~were~~reported ~~converted~~by ~~into 3~~Bloomberg,~~817,554,433~~ LP) ~~restricted shares~~ of the ~~Registrant~~Corporation’s common stock, ~~par~~for ~~value $0.001 per share (~~the ~~“Common~~twenty ~~Stock”~~(20) ~~equal~~trading todays ~~70%~~immediately ofpreceding the ~~issued~~date ~~and outstanding Common Stock~~ of ~~the Registrant~~conversion. ~~Additionally,~~In ~~pursuant to~~ addition, the ~~provisions~~Debentures ofprovide ~~the~~for ~~Share~~adjustments ~~Exchange~~for ~~Agreement,~~dividends ~~the~~payable ~~Company~~other ~~issued~~than ~~163,609,476~~in ~~restricted~~ shares of ~~Common~~common ~~Stock~~stock, tofor ~~the SurgLine shareholders~~reclassification, inexchange or ~~satisfaction~~substitution of the ~~anti~~common ~~dilution~~stock ~~provisions~~for inanother ~~the~~security ~~Share~~or ~~Exchange~~securities ~~Agreement. As a result~~ of the ~~Share~~Corporation ~~Exchange,~~or ~~the~~pursuant ~~Registrant~~to ~~issued~~ a ~~total~~reorganization, ~~of 3~~merger,~~981~~ consolidation,~~163,909~~ ~~shares~~or sale of ~~its~~assets, ~~common~~where ~~stock~~there tois ~~the SurgLine shareholders and SurgLine became~~ a ~~wholly-owned~~change ~~subsidiary~~in control of the ~~Registrant~~Corporation.

~~Going~~Subsequent ~~concern~~to the Share Exchange Agreement, the Company issued 92,603,239 shares of common stock upon the conversion of $63,000 of face value of the 2007 Debentures and ~~management’s~~$10,511 ~~plans~~of accrued and unpaid interest. The Company reduced the derivative liability of the 2007 Debenture by $123,872 as a result of the redeemed 2007 Debentures. The Company revalued the remaining face value of $65,500 of the 2007 Debentures as of July 31, 2012 and reduced the derivative liability of the 2007 Debentures by $25,806 and recorded a credit to expense of $25,806; resulting in a derivative liability balance of $72,778 as of July 31, 2012 related to the 2007 Debentures.

~~The~~A ~~Company~~summary ~~had a working capital deficit~~ of ~~approximately $1,645,000 at July 31, 2011. Additionally,~~ the ~~Company~~derivative liability tobalance ~~date~~activity has generated minimal revenues. Accordingly, the Company has no ready source of working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and ~~classification~~balance ~~of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue~~ as ~~a going concern. While management believes the Company may be able to raise funds through the issuance~~ of ~~debt~~July ~~or equity instruments~~31, ~~there~~2012 is noas assurance the Company will be able to raise sufficient funds to operate in the future. The debt financing may include loans from our officers and directors. Although our balance sheet includes current liabilities of approximately $1,695,000, a portion of this amount are in the form of a derivative liability of $475,789 and convertible notes of $300,000 (of which $125,000 is a related party). These amounts, plus other related party loans of approximately $116,000 and accrued and unpaid interest may be converted to common stock, thereby reducing considerably our debt service obligations. Nevertheless, we will be required to raise funds in order to fund our operations and costs associated with being a public company.follows:

As part of our initial planned operations, our main focus was to be the development of a viable manufacturing process for our technology. As discussed in Footnote 8, we initially planned that our arrangement with PMI would provide us with the facilities and expertise in China necessary to develop a pilot manufacturing process and eventually, a full manufacturing facility assuming the pilot process is successful. Since this has not been successful we are continuing to develop our business plan. We do not intend to enter into any additional direct development of our technology. Rather, we plan to become an incubator of the solar technology we currently own and technology that we may acquire in the future. We currently do not have any agreements to acquire any additional technology. In order to acquire additional technology we would either have to raise additional money through equity or debt financing or in the alternative issue shares of our common stock. We intend to study the feasibility of sub-licensing or entering into other types of agreements with third parties, whereby the third party will compensate us by paying a license fee and subsequent royalties. The compensation may be in the form of cash or in the licensee’s common stock. Through our established relationships we plan to focus on the identification, acquisition and potential license or resale of renewable and alternative energy technologies. If we conclude that we are not able to acquire any additional technology, we may decide to longer be in the solar technology sector and may seek to merge with another entity in another industry.

Fair Value	Derivative Liability Balance 9/1/11		Initial Derivative Liability			Redeemed convertible notes			Fair value change- period ended 7/31/12			Derivative Liability Balance 7/31/12
2007 Debentures	$	222,456	$	—		$	(123,872	)	$	(25,806	)	$	72,778
Cy Conv. Notes		—		296,687			(110,000	)		(20,747	)		165,940
Assumed Conv. Notes		253,333		—			(299,571	)		46,238			—
Total	$	475,789	$	296,687	*	$	(533,443	)	$	(315	)	$	238,718

On*Comprised ~~September~~of 1$166,000, ~~2011~~ the ~~Company~~discount ~~completed~~on the face ~~acquisition~~value of ~~100% of~~ the ~~common~~convertible ~~stock~~note of SurgLine, Inc. ("SurgLine"). Pursuant to the terms of the Share Exchange Agreement (see subsequent event footnote #8) SurgLine will become a wholly owned subsidiary of China Nuvo. We will require additional capital for general corporate working capital to fund our day-to-day operations and ~~costs associated with being a publicly-traded company. We presently believe~~ the ~~source~~initial ofderivative ~~funds~~liability ~~will~~expense ~~primarily consist~~ of ~~debt financing~~$130,687 which ~~may~~is ~~include~~included ~~debt~~in ~~instruments~~the ~~that~~derivative liability ~~may~~expense ~~include~~of ~~loans from our officers or directors~~$130,372 oron the ~~sale~~condensed statement of ~~our~~operations ~~equity~~for ~~securities~~the inyear ~~private~~ended ~~placements~~July or31, ~~other~~2012, ~~equity~~included ~~offerings or instruments~~herein.

~~F-9~~The following table summarizes the balance sheet amounts as of July 31, 2012, as well as the amounts included in the consolidated statement of operations for the year ended July 31, 2012.

~~CHINA~~Balance ~~NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES~~Sheet

(A Development Stage Company)

Debentures		Debt issuance costs		Derivative liability		Face value of Debentures		Discount on Debentures
2007 Debenture	$	-	$	72,778	$	65,500	$	-
CY Conv Note		4,288		165,940		133,000		47,407
Assumed Conv Note		-		-		-		-
	$	4,288	$	238,718	$	198,500	$	47,407

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating Statement

Debentures		Debt issuance costs (interest expense)		Fair value adjustment of derivative liability
2007 Debenture	$	-	$	(25,806)
CY Conv Note		7,917		109,940
Assumed Conv Note		10,713		46,238
	$	18,630	$	130,372

~~THE YEARS ENDED JULY 31, 2011 AND 2010~~F-12

14. Convertible and other promissory notes and long-term debt, including related parties:

~~Organization,~~Convertible ~~basis~~and ofother ~~presentation~~promissory notes and ~~summary~~long-term ofdebt, ~~significant~~including ~~accounting~~related ~~policies:~~parties ~~(continued)~~at July 31, 2012 consist of the following:

Basis of presentation

		July 31, 2012
Notes payable	$	375,759
Notes payable, related parties [A]		46,543
Convertible debentures, net of discount of $47,407		151,093
		573,395
Less current portion		573,395
Long-term debt, net of current portion	$	-

~~The~~[A] ~~consolidated~~Includes ~~financial~~notes ~~statements~~of ~~for~~$8,500 due ~~the~~to ~~year~~Mr. ~~ending July 31~~Fong, ~~2011~~a ~~and~~member ~~2010 include the accounts~~ of ~~the Company and~~ our ~~wholly~~Board ~~owned subsidiary Nuvo. All~~ of ~~the~~Directors, ~~intercompany~~as ~~accounts~~well ~~have~~as ~~been eliminated in consolidation. Certain reclassifications to amounts reported in the July 31~~$38,043 ~~2010~~due ~~consolidated financial statements have been made~~ to ~~conform~~various tocompanies ~~the~~that ~~July 31, 2011 presentation~~Mr. OnFong ~~April~~is ~~29,~~affiliated ~~2011 we sold the shares we owned of our majority owned subsidiary Interactive Entertainment Group, Inc, (f/k/a/ Interactive Games, Inc~~with.~~) a Florida Corporation (“IGAM”).~~

~~Significant~~5. ~~accounting~~Stockholders’ ~~policies~~deficit:

~~Use~~Preferred ~~of estimates~~Stock

~~The~~Series ~~preparation~~A ofPreferred financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results will differ from those estimates.Stock

~~Intellectual~~As ~~Property~~of July 31, 2012 there are 160,000 shares of Series A Preferred stock outstanding. Pursuant to the Certificate of Designation for Series A Preferred Stock, as amended, holders of the Series A Preferred Stock can convert the shares of preferred stock to common stock. The conversion price is equal to 50% of the average of the three lowest closing bid prices of our common stock in the 10 days immediately preceding the conversion. Additionally Series A holders are entitled to vote their stock on an as if converted to common stock basis on each matter submitted to vote at a meeting of stockholders. In the event of the Corporation’s liquidation, the Series A Preferred Stock shall rank senior to any class or series of the Corporation’s capital stock created after the Series A Preferred Stock; pari passu with any class or series of the Corporation’s capital stock created after the series A Preferred Stock that ranks on parity with the Series A Preferred Stock; and junior to any class or series of the Corporation’s capital stock created after the Series A Preferred Stock that ranks senior to the Series A Preferred Stock. The Series A Preferred Stock shall be senior to the Corporation’s common stock. Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of common stock or other securities. As of July 31, 2012 and pursuant to the terms and conditions of the Certificate of Designation the 160,000 shares of Series A Preferred Stock is convertible into 1,046,321,526 shares of common stock.

~~The~~Series ~~Company~~B ~~records~~Preferred intangible assets in accordance with Statement of Financial Accounting Standard (SFAS) Number 142, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets deemed to have indefinite lives are not subject to annual amortization. Intangible assets which have finite lives are amortized on a straight line basis over their remaining useful life; they are also subject to annual impairment reviews. Upon the review as of July 31, 2010, the Company determined that their Intellectual Property has been permanently impaired and accordingly has expenses a total of $333,403 for the year ended July 31, 2010, included in other expenses. Stock

~~Revenue~~Pursuant ~~recognition~~to the Share Exchange Agreement (see Note 1), the Company agreed to acquire all of the outstanding capital stock of SurgLine in exchange (the “Share Exchange”) for the original issuance of an aggregate of 857,143 shares (the “Exchange Shares”) of the Registrant’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Exchange Shares were issued on a pro rata basis, on the basis of the shares held by such security holders of SurgLine at the time of the Exchange. Further in accordance with the Agreement, and following an amendment of the Registrant’s Articles of Incorporation, the Exchange Shares were converted into 3,817,554,433 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) equal to 70% of the issued and outstanding Common Stock of the Registrant.

~~The~~Additionally, pursuant to the agreement, the Company ~~recognizes~~issued ~~revenue~~142,857 inshares ~~accordance~~of ~~with~~its ~~Staff~~Series ~~Accounting~~B ~~Bulletin~~Preferred ~~No.~~Stock ~~104~~to Abod Partners, LLC. (“~~Revenue~~Abod”). Abod ~~Recognition~~has acted as a consultant in ~~Financial~~facilitating ~~Statements”.~~the ~~This~~Agreement ~~statement~~by ~~established~~and ~~that~~among ~~revenue~~the ~~can~~Company beand ~~recognized~~SurgLine. ~~when~~Upon ~~persuasive~~the ~~evidence~~effectiveness of the increase in the authorized shares of ancapital ~~arrangement~~stock ~~exists~~of the Registrant, the ~~services~~142,857 ~~have~~shares ~~been~~of ~~delivered~~Series B Preferred Stock were exchanged for 545,364,919 ~~all~~shares ~~significant~~of ~~contractual~~our ~~obligations~~Common ~~have~~Stock. ~~been~~As ~~satisfied~~of July 31, ~~the~~2012 ~~fee~~there iswere ~~fixed~~no orshares ~~determinable~~of ~~and~~Series ~~collection~~B isPreferred ~~reasonably~~Stock ~~assured~~outstanding.

~~Cash and cash equivalents~~F-13

~~The~~Common ~~Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.~~ Stock

~~Concentration~~On onSeptember ~~credit~~1, ~~risks~~2011, as a covenant to the Share Exchange Agreement, holders of a majority of the Registrant’s outstanding Common Stock 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”) of which (a) 6,475,000,000 shares were designated as Common Stock and (b) 25,000,000 shares were designated as blank check preferred stock.

~~The~~Return ~~Company~~of isshares ~~subject to concentrations~~ of ~~credit~~common ~~risk primarily from cash and assets from discontinued operations.~~ stock

~~The~~On ~~Company~~March ~~minimizes~~7, ~~its~~2012 ~~credit~~management, founders ~~risks~~and ~~associated~~consultants ~~with~~of ~~cash~~SurgLine, ~~including~~Inc. ~~cash~~returned ~~classified~~in asthe ~~assets~~aggregate ~~from~~1,041,488,059 ~~discontinued~~shares ~~operations,~~of bycommon ~~periodically~~stock ~~evaluating~~to the ~~credit~~Company. ~~quality~~The ofshares can ~~its~~be ~~primary~~utilized ~~financial~~for ~~institutions.~~future issuances.

~~F-10~~Stock options and warrants

~~CHINA~~In ~~NUVO~~March ~~SOLAR~~2002, ~~ENERGY~~the Company adopted the 2002 Stock Option Plan, ~~INC~~covering up to 1,000,000 shares of the Company's common stock, and in July 2003, the Company adopted the 2003 Stock Option Plan covering up to 2,500,000 shares of the Company's common stock. ~~AND~~There ~~SUBSIDIARIES~~are currently no options outstanding under the 2002 stock Option Plan and 300,000 under the 2003 Stock Option Plans. In August 2007, the Company adopted the 2007 Stock Option Plan covering up to 18,000,000 shares of the Company’s common

(Astock. ~~Development~~There ~~Stage~~are currently 10,000,000 shares of the Company)’s common stock under the 2007 Plan. As of July 31, 2012 there were options to purchase 16,500,000 shares of the Company’s common stock outstanding under the 2007 Stock Option Plan.

~~NOTES~~A TOsummary ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS~~activity of the Company’s outstanding options and warrants for the year ended ended July 31, 2012 is as follows:

THE YEARS ENDED JULY 31, 2011 AND 2010

	Options and warrants		Weighted average exercise price
Outstanding August 1, 2011	17,500,000	$	0.04
Granted	-		-
Exercised	-		-
Expired	1,000,000		0.12
Outstanding, July 31, 2012	16,500,000	$	0.03

Range of exercise

prices

Warrants outstanding

and exercisable

Weighted average remaining contractual

Life

Weighted average

exercise price

$.01

10,000,000

4.2

$0.01

0.07

6,500,000

2.1

0.07

~~Organization,~~The ~~basis~~weighted ofaverage ~~presentation~~remaining contractual ~~and~~life ~~summary~~of the terms of ~~significant~~the ~~accounting~~warrants ~~policies:~~and ~~(continued)~~options is 6.3 years.

~~Significant accounting policies~~F-14

~~Stock-based~~6. ~~compensation~~Income taxes:

~~Effective~~Deferred ~~January~~income 1,taxes ~~2006,~~ reflect the ~~Company~~net ~~adopted~~tax ~~Statement~~effect of ~~Financial~~temporary ~~Accounting~~differences ~~Standards~~between ~~No.~~the ~~123~~carrying ~~(revised~~amounts ~~2004),~~of ~~Share~~assets ~~Based~~and ~~Payment~~liabilities ~~(“SFAS~~for ~~No, 123R”). SFAS No. 123R establishes the~~ financial ~~accounting~~reporting purposes and ~~reporting~~the ~~standards~~amounts used for ~~stock-based~~income ~~compensation~~tax ~~plans~~purposes. AsSignificant ~~required~~components byof ~~SFAS No. 123R,~~ the ~~Company~~net ~~will~~deferred ~~recognize~~taxes, ~~the~~as ~~cost~~of ~~resulting~~July ~~from~~31, al2012, ~~stock-based~~are ~~payment~~as ~~transactions including shares issued under its stock option plans in the financial statements.~~ follows:

Prior to January 1, 2006, the Company accounted for stock-based employee compensation plans (including shares issued under its stock option plans) in accordance with APB Opinion No. 25 and followed the pro forma net income, pro forma income per share, and stock-based compensation plan disclosure requirements set forth in the Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”). The Company granted options to purchase 10,000,000 shares of common stock, of which 9,800,000 were granted to Directors and Officers. The options have an exercise price of $0.01 (the market price of the common stock on the date of the grant) and expire in August 2019. The options were valued at $100,000 based upon the Black-Scholes option pricing model. The options were fully vested at the date of the grant and therefore the Company included $100,000 of stock based compensation for the year ended July 31, 2010. There are 18,225,000 stock options and warrants outstanding at July 31, 2011.

Deferred tax assets:
Net operating loss carryforward	$	590,000
Less valuation allowance		(590,000)
Total net deferred tax assets		-

~~Fair~~The ~~value~~Company may have had a change of ~~financial~~ownership ~~instruments~~as defined by the Internal Revenue Code Section 382. As a result, a substantial annual limitation may be imposed upon the future utilization of its net operating loss carryforwards. At this point, the Company has not completed a change in ownership study and the exact impact of such limitations is unknown. The company has no accrued tax liability, as the income was derived from the sale of a subsidiary and the liabilities were alleviated through formal bankruptcy proceedings.

The ~~carrying~~federal ~~value~~statutory oftax rate ~~cash,~~reconciled ~~assets of discontinued operations, accounts payable and accrued expenses approximate their fair value due~~ to ~~their~~the ~~short-term~~effective ~~maturities.~~tax ~~The~~rate ~~carrying~~during ~~amount of~~ the ~~note~~three ~~payable~~months ~~and~~ended ~~due~~July to31, ~~related~~2012, ~~parties~~is ~~approximate~~as ~~their fair value based on the Company's incremental borrowing rate.~~ follows:

Income taxes

		2012
Tax at U.S. Statutory Rate		35.0%
State tax rate, net of federal benefits		5.0%
Change in valuation allowance		(40.0)
		0.0%

~~Income taxes are accounted for in accordance with SFAS No~~7. ~~109,~~Recent ~~Accounting for Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of~~ events that have been recognized in the Company's financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all of the deferred tax asset will not be realized. :

~~Loss~~Eden ~~per common share~~Acquisition

~~Loss~~On ~~per~~May ~~share~~14, of2012, ~~common~~the ~~stock~~Company entered isinto ~~computed~~and ~~based~~consummated on the ~~weighted~~Agreement ~~average~~Concerning ~~number~~that Exchange of ~~common~~Securities ~~shares outstanding during~~ (the ~~period.~~“Agreement”) ~~Stock~~with ~~options~~Eden Surgical Technologies, ~~warrants~~LLC ~~and common stock underlying convertible promissory notes at July 31~~(“Eden”), ~~2011~~a ~~and~~Texas ~~2010~~limited ~~were~~liability ~~357,696,527~~company and ~~394,846,418, respectively, are not considered in~~ the ~~calculation~~equity asholders ~~the impact~~ of ~~the potential common shares would be to decrease loss per share and therefore no diluted loss per share figures are presented~~Eden.

FPursuant to the Agreement, the Registrant agreed to acquire all of the outstanding membership interests of Eden in exchange (the “Exchange”) for the issuance of an aggregate of 50,000,000 shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”). The shares were valued at $25,000 (the market price of the common stock o the date the parties agreed to the acquisition). As a result of the Exchange, Eden became a wholly-11owned subsidiary of the Company.

~~CHINA~~Eden, ~~NUVO~~formed ~~SOLAR~~on ~~ENERGY~~September 10, ~~INC~~2010, as an importer and distributor of trauma surgical products. ~~AND~~As ~~SUBSIDIARIES~~of the date of the acquisition Eden did not had any revenues. Subsequent to the acquisition, Eden has not had any activity, and accordingly, the Company has recorded an impairment of their investment of $25,000 included in other expenses for the year ended July, 31, 2012.

(A8. ~~Development~~Subsequent ~~Stage Company)~~events:

~~NOTES~~Suspension TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~ trading

~~THE~~On ~~YEARS~~September ~~ENDED~~17, ~~JULY~~2012 the Securities and Exchange Commission (“SEC”) issued an Order of Suspension of Trading of our common stock. In the order the SEC stated that it appeared that there is a lack of current and accurate information concerning the securities of the issuers named in the order, including the Company. Further to the order the SEC has requested the Company to voluntarily provide and preserve certain documents. The confidential and voluntary document request is substantially related to items disclosed in the Company’s Form 10-K/A for the year ended July 31, 2011. ~~AND~~The ~~2010~~suspension ended on September 28, 2012. However, in order for our common stock to resume quotations, the SEC requires that a broker-dealer must file Form 211 with the Financial Industry Regulatory Authority (“FINRA”), representing that it has satisfied all applicable requirements, including those of Rule 15c2-11 and FINRA Rule 6432. We have no agreement with any broker dealer to file Form 15c-211. Accordingly, our securities may be worthless and we may be forced to curtail or abandon our business plan. The Company has provided most of the material requested and anticipates filing the remaining items to the SEC shortly after the filing of this annual report.

1Management performed an evaluation of the Company’s activity through the date these financials were issued to determine if they must be reported. The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

~~Organization, basis of presentation and summary of significant accounting policies: (continued)~~F-15

Accounting for obligations and instruments potentially settled in the Company’s common stock

In connection with any obligations and instruments potentially to be settled in the Company's stock, the Company accounts for the instruments in accordance with EITF Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's stock.

Under EITF 00-19, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date.

Derivative instruments

In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

Recent accounting pronouncements

In February 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-09, "Amendments to Certain Recognition and Disclosure Requirements" ("ASU 2010-09"), which is included in the FASB Accounting Standards Codification (the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events hrough the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company's financial statements.

In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures about Fair Value Measurements" ("ASU 2010-06"), which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009.

In August 2009 the FASB issued Accounting Standards Update ("ASU") No. 2009-05 "Amendments to Certain Recognition and Disclosure Requirements", ("ASU 2009-05") which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2009-05 provides clarification that the fair value measurement of liabilities in which a quoted price in an active market for the identical liability is not available should be developed based on a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities when traded as assets or another valuation technique that is consistent with the principles of Topic 820. ASU 2009-05 also clarifies that there is no requirement to adjust the fair value related to the existence of a restriction that prevents the transfer of the liability and that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. ASU 2009-05 was effective for the Company as of October 31, 2009 and did not have a significant impact on the Company's financial statements.

F-12

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Organization, basis of presentation and summary of significant accounting policies: (continued)

Recent accounting pronouncements (continued)

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company's financial statements, but did eliminate all references to pre-codification standards.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Accrued liabilities, related parties:

Accrued liabilities, related parties at July 31, 2011 and 2010 are as follows:

		2011		2010
Officer bonus	$	-	$	275,561
Management fees		313,029		633,650
Accrued interest		63,034		60,959
Affiliated Companies		1,450		-
	$	377,514	$	970,170

Convertible debentures payable:

On October 21, 2007 the Board of Director of the Company authorized the sale of up to $700,000 of 6% unsecured convertible debentures (the “2007 Debentures”). During the year ended July 31, 2008, the Company executed a Securities Purchase Agreement with various accredited investors, whereby the Company sold in the aggregate $505,000 of the 2007 Debentures. We received net proceeds of $429,350 after $75,650 of debt issuance costs (included in the accompanying balance sheet), paid to Divine Capital Markets, LLC, who acted as our placement agent. The debt issuance costs will be amortized as debt issuance costs over the three year term of the 2007 Debentures. The fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the 2007 Debentures. The change in the fair value of the liability will be credited or (charged) to other income or (expense) in the consolidated statement of operations. The beneficial conversion feature included in the 2007 Debentures resulted in an initial debt discount of $505,000 and an initial loss on the valuation of derivative liabilities of $219,878. Based on the revaluation of the 2007 Debentures at July 31, 2011, the Company recorded an expense of $63,559 and increased the derivative liability on the balance sheet by $63,559, resulting in a derivative liability balance of $222,456 for the 2007 debentures as of July 31, 2011.

The Debentures are due three years from the final Closing Date under the Purchase Agreement (the “Maturity Date”), unless prepayment of the Debentures is required in certain events, as described below. The Debentures are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 75% of the lowest closing bid price per share (as reported by Bloomberg, LP) of the Corporation’s common stock for the twenty (20) trading days immediately preceding the date of conversion. In addition, the Debentures provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Corporation or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Corporation.

F-13

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Convertible debentures payable: (continued)

The outstanding principal balance of each Debenture bears interest, in arrears, at six percent (6%) per annum, payable (i) upon conversion, or (ii) on the Maturity Date, in shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Purchase Agreement), then the Corporation is required to pay interest to the Holder of each outstanding Debenture, at the option of the Holders (i) at the rate of lesser of eighteen percent (18%) per annum and the maximum interest rate allowance under applicable law, and (ii) the Holders may at their option declare the Debentures, together with all accrued and unpaid interest (the “Acceleration Amount”), to be immediately due and payable.

The Corporation may at its option call for redemption all or part of the Debentures prior to the Maturity Date, as follows:

The Debentures called for redemption shall be redeemable for an amount (the “Redemption Price”) equal to (x) if called for redemption prior to the date which is nine months from the date of issuance (the “Issuance Date”), 115%, if called for redemption on or after the date that is nine months after the Issuance Date but prior to the first anniversary of the Issuance Date, 131%, in either case of the principal amount called for redemption, plus (y) interest accrued through the day immediately preceding the date of redemption.

(i)

If fewer than all outstanding Debentures are to be redeemed, then all Debentures shall be partially redeemed on a pro rata basis.

In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement, dated as of October 31, 2007 (“Registration Rights Agreement”), with the Holders of the Debentures to provide certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder. Pursuant to the Registration Rights Agreement, the Company contemplates making an offering of common stock (or other equity securities convertible into or exchangeable for common stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities other than (i) a registration of Form S-8 or S-4, or any successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company will at each such time give prompt written notice to the Holders’ representative and the Holders of its intention to do so. Upon the written request of any Holder made within thirty (30) days after the receipt of any such notice, the Company has agreed to use its best efforts to effect the registration of all such registrable securities which the Company has been so requested to register by the Holders, to the extent requisite to permit the disposition by the requesting Holders of their registrable securities pursuant to the Registration Statement.

The Company determined that the conversion feature of the 2007 Debentures represents an embedded derivative since the 2007 Debentures are convertible into a variable number of shares upon conversion. Accordingly, the convertible Debentures are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives and freestanding warrants meet the criteria of SFAS 133 and EITF 00-19, and should be accounted separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the 2007 Debentures. Such discount will be accreted from the date of issuance to the maturity date of the 2007 Debentures. The change in the fair value of the liability for derivative contracts will be credited to other income (expense) in the consolidated statements of operations. The $505,000 face amount of the 2007 Debentures were stripped of their conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds to the conversion option would be attributed to the debt. The beneficial conversion feature (an embedded derivative) included in the 2007 Debenture resulted in an initial debt discount of $505,000 and an initial loss on the valuation of derivative liabilities of $210,878. Based on the revaluation of the 2007 Debentures at July 31, 2011, the Company recorded an expense of $63,559 and increased the derivative liability on the balance sheet by $63,559 for the year ended July 31, 2011.

The Company issued 1,500,000 shares of its common stock to Divine and/or its designees as consideration for its services as the placement agent in connection with the financing transaction described above.

F-14

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Convertible debentures payable: (continued)

2010-2011 Convertible Notes

During the year ended July 31, 2011, the Company entered into eight separate note agreements with institutional investors for the issuance of eight convertible promissory notes in, for a total at July 31, 2011 of $206,000 in principal outstanding (together, the “2010-2011 Convertible Notes”).

Among other terms, the 2010-2011 Convertible Notes mature on their nine month anniversary(together, the “Maturity Dates”), unless prepayment of the 2010-2011 Convertible Notes is required in certain events, as called for in the agreements. The 2010-2011 Convertible Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest three trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. In addition, the 2010 Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company.

The Convertible Notes each bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the 2010-2011 Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the 2010-2011 Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable.

The Company may at its option prepay the 2010-2011 Convertible Notes in full during the first ninety days following their issuance in an amount equal to 150% of the outstanding principal and interest, and during the 91st to 180th days following the Notes in an amount equal to 175% of the outstanding principal and interest. Further terms call for the Company to maintain shares reserved for issuance as stated in the 2010-2011 Convertible Notes.

We received net proceeds from the 2010-2011 Convertible Notes of $188,500 after debt issuance costs of $17,500 paid for lender legal fees. These debt issuance costs will be amortized over the terms of the 2010-2011 Convertible Notes or such shorter period as the 2010-2011 Convertible Notes may be outstanding. Accordingly, as the 2010-2011 Convertible Notes are converted to common stock prior to their expiration date, that amount of debt issuance costs attributable to the amounts converted will be accelerated and expensed as of the applicable conversion dates. As of July 31, 2011, $9,583 of these costs had been expensed as debt issuance costs.

We have determined that the conversion feature of the 2010-2011 Convertible Notes represents an embedded derivative since the 2010-2011 Convertible Notes are convertible into a variable number of shares upon conversion. Accordingly, the convertible 2010-2011 Convertible Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives meet the criteria of ASC 815 (formerly SFAS 133 and EITF 00-19), and should be accounted separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the 2010-2011 Convertible Notes. Such discount will be accreted from the date of issuance to the maturity dates of the 2010-2011 Convertible Notes. The change in the fair value of the liability for derivative contracts will be credited to other income (expense) in the consolidated statements of operations at the end of each quarter. The $206,000 face amount of the 2010-2011 Convertible Notes were stripped of their conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds to the conversion option attributed to the debt. The beneficial conversion feature (an embedded derivative) included in the 2010-2011 Convertible Notes resulted in an initial debt discount of $193,931 and an initial loss on the valuation of derivative liabilities of $186,659 for a derivative liability balance of $380,590 at issuance.

F-15

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Convertible debentures payable: (continued)

The fair value of the 2010-2011 Convertible Notes was calculated at issue date utilizing the following assumptions:

Issuance Date	Fair Value	Term	Assumed Conversion Price	Market Price on Issue Date	Volatility Percentage	Interest Rate
12/3/2010	$32,931	9 months	$0.00136	$0.0024	141%	4.72%
1/7/2011	$70,000	9 months	$0.0008	$0.0024	251%	4.72%
2/22/11	$75,000	9 months	$0.001	$0.0041	158%	4.72%
3/12/11	$33,333	9 months	$0.0015	$0.0037	156%	4.72%
3/29/11	$65,446	9 months	$0.00128	$0.0041	156%	4.72%
5/16/11	$40,000	9 months	$0.002	$0.0055	156%	4.72%
7/22/11	$16,260	9 months	$0.00123	$0.0023	186%	4.72%
7/29/11	$47,619	9 months	$0.00105	$0.0023	185%	4.72%

At July 31, 2011, the Company revalued the derivative liability balance of the remaining outstanding 2010-2011 Convertible Notes. Therefore, for the period from their issuance to July 31, 2011, the Company has recorded an expense and increased the previously recorded liabilities by $63,220 resulting in a derivative liability balance of $253,333 at July 31, 2011.

The fair value of the 2010-2011 Convertible Notes was calculated at July 31, 2011 utilizing the following assumptions:

Fair Value	Term	Assumed Conversion Price	Volatility Percentage	Interest Rate
$393,999	9 months	$0.00105	184%	4.72%

The following table summarizes the balance sheet amounts as of July 31, 2011, as well as the amounts included in the consolidated statement of operations for the year ended July 31, 2011.

Balance Sheet

Debentures		Debt issuance costs		Derivative liability		Face value of Debentures		Discount on Debentures
2007	$	-	$	222,456	$	158,500	$	-
2010-2011		7,919		253,333		133,000		83,822
	$	7,919	$	475,789	$	291,500	$	83,822

Operating Statement
Debentures		Debt issuance costs (interest expense)		Fair value adjustment of derivative liability
2007	$	12,462	$	63,559
2010-2011		9,583		249,878
	$	22,045	$	313,437

F-16

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Convertible and other promissory notes and long-term debt, including related parties:

Convertible and other promissory notes and long-term debt, including related parties at July 31, 2011 and 2010 consist of the following:

		2011		2010
Notes payable	$	183,259	$	211,559
Notes payable, related parties [A]		233,281		317,231
Convertible debentures, net of discount of $83,822 (2011) and $31,356 (2010)		207,678		173,644
	$	624,218	$	702,434
Less current portion		624,218		528,790
Long-term debt, net of current portion	$	-	$	173,644

[A]

The following table summarizes the activity of notes payable, related parties for the year ended July 31, 2011:

Balance, August 1, 2010	$	317,231
Issuance of new notes		18,200
Repayment of notes Notes converted to common stock Notes of minority owned interest sold		(38,760) (32,955) (30,435)
Balance July 31, 2011	$	233,281

Stockholders’ deficit:

Preferred Stock

On November 30, 2010, the Company filed a Certificate of Amendment to Certificate of Designations for its Series A Preferred Stock whereby the Company and the holders of the Series A Preferred stock agreed to extend the Mandatory Conversion date for the Series A Preferred Stock to November 30, 2013. Additionally, the holders of the Series A Preferred were granted voting rights, whereby the shares of preferred stock held are eligible to vote on an as if converted basis pursuant to the conversion terms in the Certificate of Designation of Designation of Series A Preferred Stock on matters presented for a vote by the Company's stockholders. Effective on November 30, 2010, the Company issued upon the conversion of $275,541 in debt payable to the Company's Chief Executive Officer, 160,000 shares of its Series A Preferred Stock. As of July 31, 2011 there are 224,473 shares of Series A Preferred stock outstanding.

Common Stock

Effective December 1, 2010, the stockholders of the Company through a written consent executed by stockholders holding 59% of the outstanding shares of the Company’s preferred and common stock entitled to vote, adopted and approved the Amended and Restated Articles of Incorporation, which were adopted by the Company’s board of directors on November 30, 2010. In addition, stockholders authorized the Company’s officers, in their discretion, to take any and all actions as they deem necessary, advisable or appropriate in order to effectuate any potential business opportunity, including without any limitation, executing and delivering such agreements, instruments and documents contemplated by any agreement that the Company may enter into, and performing any obligations of the Company thereunder, including without limitation any reverse stock split and increase in authorized shares of the Company.

F-17

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Stockholders’ deficit: (continued)

On December 1, 2010, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company increased the authorized capital stock of the Company from 500,000,000 shares to 1,500,000,000 shares par value $0.001, of which 25,000,000 shares may be preferred stock having the voting powers, designations, preferences, limitations, restrictions and relative rights as determined by the board of directors from time to time.

Shares issued for conversion of subordinated debentures and accrued interest

From May 1, 2011 through July 31, 2011 the Company issued 79,508,834shares of common stock upon the conversion of $107,000 of debentures and $12,720 of unpaid interest on the debentures. The shares were issued at an average conversion price of $0.001485 per share.

Shares issued for conversion of series A Preferred Stock

Issuances of shares of common stock to affiliated parties

Other issuance of shares of common stock

F-18

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Stockholders’ deficit: (continued)

Stock options and warrants

In March 2002, the Company adopted the 2002 Stock Option Plan, covering up to 1,000,000 shares of the Company's common stock, and in July 2003, the Company adopted the 2003 Stock Option Plan covering up to 2,500,000 shares of the Company's common stock. There are currently no options outstanding under the 2002 stock Option Plan and 300,000 under the 2003 Stock Option Plans. In August 2007, the Company adopted the 2007 Stock Option Plan covering up to 18,000,000 shares of the Company’s common stock. On August 10, 2009 the Company granted options to purchase 10,000,000 shares of the Company’s common stock under the 2007 Plan. The options have an exercise price of $0.01 (the market price of the common stock on the date of the grant) and expire in August 2019. The options were valued at $100,000 based upon the Black-Scholes option pricing model. As of July 31, 2011 there were options to purchase 16,500,000 shares of the Company’s common stock outstanding under the 2007 Stock Option Plan. Additionally, the Company has warrants outstanding to purchase 1,000,000 shares of common stock

A summary of the activity of the Company’s outstanding options and warrants during the teo years ended July 31, 2011 is as follows:

	Options and warrants		Weighted average exercise price
Outstanding August 1, 2009	13,037,107	$	0.09
Granted	10,000,000		0.01
Exercised	-		-
Expired	4,812,107		0.10
Outstanding, August 1, 2010	18,225,000	$	0.04
Granted	-		-
Exercised	-		-
Expired	725,000		0.08
Outstanding and exercisable at
July 31, 2011	17,500,000	$	0.04

Range of exercise prices	Warrants outstanding and exercisable	Weighted average Remaining contractual life	Weighted average exercise price
$.01	10,000,000	4.59	$0.01
0.07	6,500,000	2.35	0.07
0.12	1,000,000	0.02	0.12

The weighted average remaining contractual life of the terms of the warrants and options is 6.9 years.

F-19

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Stockholders’ deficit: (continued)

The fair value of options granted during the year ended July 31, 2010 to purchase our common stock were estimated on the date of the grant using the Black-Scholes Option Pricing Model with the following assumptions:

Expected dividend yield			0%
Expected stock price volatility			310%
Risk free interest rate			4.72%
Expected life of options			2 years

Minority Interest

In December 2007, the Financial Accounting Standards Board (FASB) issued new guidance which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income (loss) attributable to the parent and to the noncontrolling interests, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. This guidance requires that the noncontrolling interest continue to be attributed its share of losses even if that attribution results in a deficit.

Utilizing this guidance we have classified the noncontrolling interest in IGAM in stockholders’ equity on our Consolidated Balance Sheets on a retrospective basis. In addition, consolidated net loss has been adjusted to include the net loss attributed to the noncontrolling interest in IGAM, through April 29, 2011, the date we sold the stock we owned to a third party. The company recognized a gain on the sale of $493,454.

Agreements:

On June 9, 2006 Nuvo signed a license agreement with Photovoltaics.com, Inc. (“PV”), Hutchinson Island, Florida. Nuvo acquired exclusive worldwide rights to PV's solar cell technology relating to a multiple stacked solar cell using wave guide transfers (the “Solar Technology”). This license agreement includes all patents issued pursuant to certain patent applications or amendments that have been filed and the rights to use all applicable copyrights, trademarks and related intellectual property obtained on or in connection with the process and products. As consideration for this license, Nuvo paid a total aggregate license fee of $250,000. The term of the license is for 10 years, automatically renewable for successive ten year terms under the same terms and conditions as provided for in this agreement. As of July 31, 2010 the Company has been unable to commercialize the license and management believes the asset has been permanently impaired and accordingly has expensed the remaining $145,834 of the intellectual property acquired, and such amount is included in other expenses for the year ended July 31, 2010. Nuvo also agreed to pay PV a fee of $180,000 over the first three years of the agreement to act as a consultant.

On January 23, 2008, the Company purchased from PV the patents related to the solar technology in exchange for 2,000,000 restricted shares of common stock of the Company. The Company now owns all rights, title and interest in the patents, including all issued patents or other intellectual property arising from the patents worldwide. The Company valued the common stock at $0.075 per share (the market price of the common stock on November 16, 2007, the date the parties agreed to the number of shares to be issued) and initially, increased its intellectual property by $150,000. As of July 31, 2010 the Company reviewed this asset and as part of the review determined that since the Company has not been able to commercialize the technology and is currently not pursuing the commercialization of the technology that the asset has been permanently impaired. Accordingly, the Company has recorded an impairment expense of $150,000, included in other expenses for the year ended July 31, 2010.

F-20

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

Agreements: (continued)

On November 27, 2007, we executed a Collaboration and Development Agreement (the “Collaboration Agreement”) with Pioneer Materials, Inc. (“PMI”) of Torrance, California. Under the terms of the Agreement, PMI was to build, equip, operate and manage, for our benefit, a product development, testing and prototype manufacturing facility in PMI’s Chengdu, Sichuan, China facility located in Chengdu’s West High Tech development zone. The agreement with PMI has the objective to develop, test and manufacture prototypes of solar energy products using our licensed technology based on an invention titled “Photovoltaic cell with integral light transmitting waveguide in a ceramic sleeve”. In May of 2008, the Chengdu region of China experienced a catastrophic earthquake. As a result of this earthquake and the after effects including significant problems with the delivery of electricity, PMI suspended their development work for a significant period of time. We are no longer continuing to work with PMI under the Collaboration Agreement, as there has been no progress on product development. We have discontinued the monthly payments, as PMI has not been able to continue its development work and accordingly the Company does not anticipate that there will be any future compensation to PMI.

On December 10, 2008 we executed a Patent and Trademark Purchase Agreement (the “Purchase Agreement”) with PV. Nuvo acquired certain patent rights and trademarks in exchange for $39,900. Accordingly, the Company increased its intellectual property by $39,900 which was initially included in the balance sheet. Through July 31, 2010 the Company had amortized $2,331 of the $39,900. As of July 31, 2010 the Company has been unable to commercialize the license and management believes the asset has been permanently impaired and accordingly has expensed the remaining $37,569 of the intellectual property acquired, and such amount is included in other expenses for the year ended July 31, 2010.

Income taxes:

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the net deferred taxes, as of July 31, 2011, are as follows:

Deferred tax assets:
Net operating loss carryforward	$	$ 336,000
Less valuation allowance		(336,000)
Total net deferred tax assets	$	-

The Company may have had a change of ownership as defined by the Internal Revenue Code Section 382. As a result, a substantial annual limitation may be imposed upon the future utilization of its net operating loss carryforwards. At this point, the Company has not completed a change in ownership study and the exact impact of such limitations is unknown. The company has no accrued tax liability, as the income was derived from the sale of a subsidiary and the liabilities were alleviated through formal bankruptcy proceedings.

The federal statutory tax rate reconciled to the effective tax rate during the year ended July 31, 2011 and 2010, respectively, is as follows:

	2011	2010
Tax at U.S. Statutory Rate	35.0%	35.0%
State tax rate, net of federal benefits	5.0%	5.0%
Change in valuation allowance	(40.0)	(40.0)
	0.0%	0.0%

F-21

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

8. Subsequent events

Share Exchange Transaction with SurgLine, Inc.

On September 1, 2011, the Company entered into and consummated the First Amendment to the Agreement Concerning that Exchange of Securities (the “Share Exchange Agreement”) with SurgLine, Inc., a Nevada corporation (“SurgLine”) and the shareholders of SurgLine. Upon consummation of the transactions set forth in the Agreement (the “Closing”), the Company adopted the business plan of SurgLine.

Pursuant to the Agreement, the Company agreed to acquire all of the outstanding capital stock of SurgLine in exchange (the “Share Exchange”) for the original issuance of an aggregate of 857,143 shares (the “Exchange Shares”) of the Registrant’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Exchange Shares will be issued on a pro rata basis, on the basis of the shares held by such security holders of SurgLine at the time of the Exchange. Further in accordance with the Agreement, and upon the effectiveness of the increase in the authorized shares of capital stock of the Company following an amendment of the Company’s Articles of Incorporation, the Exchange Shares were converted into 3,817,554,433 restricted shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) equal to 70% of the issued and outstanding Common Stock of the Company. Additionally, pursuant to the provisions of the Share Exchange Agreement, the Company issued 163,609,476 restricted shares of Common Stock to the SurgLine shareholders, in satisfaction of the anti-dilution provisions in the Share Exchange Agreement. As a result of the Share Exchange, SurgLine became a wholly-owned subsidiary of the Company. The Agreement contains customary representations, warranties and covenants of the Company and SurgLine for like transactions. The Share Exchange was effective upon the completed filing of Articles of Exchange with the Secretary of State of Nevada. 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 Exhibit 10.1 to the Current Report on Form 8-K filed on September 7, 2011.

Additionally, the Company has agreed to issue 142,857 shares of its Series B Preferred Stock to Abod Partners, LLC. (“Abod”). Abod has acted as a consultant to the Company in facilitating the Agreement by and among the Company and SurgLine. Upon the effectiveness of the increase in the authorized shares of capital stock of the Company, the 142,857 shares of Series B Preferred Stock were exchanged for 545,364,919 restricted shares of our Common Stock.

On September 1, 2011, as a covenant to the Agreement, holders of a majority of the Company’s outstanding Common Stock 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”) of which (a) 6,475,000,000 shares were designated as Common Stock and (b) 25,000,000 shares were designated as blank check preferred stock.

Management performed an evaluation of the Company’s activity through the date these financials were issued to determine if they must be reported. The Management of the Company determined that there were no other reportable subsequent events to be disclosed

Common Stock Issuances

In August and September 2011, the Company issued 57,894,167 shares of common stock upon the conversion of $64,473 of Series A Preferred Stock. Pursuant to the Certificate of Designation of the Preferred Stock, as amended, the shares were issued at approximately $0.0011 per share.

From August 1, 2011 through October 31, 2011 the Company issued 159,852,426 shares of common stock upon the conversion of $146,686 of debentures and unpaid interest on the debentures. The shares were issued at an average conversion price of $0.0009 per share.

F-22

CHINA NUVO SOLAR ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JULY 31, 2011 AND 2010

8. Subsequent events (continued)

On October 20, 2011 the Company issued 76,677,667 shares of common stock pursuant to a Debt Settlement and Release Agreement in exchange for the cancellation of $43,007 of accounts payable. The shares were issued at $0.0006 per share.

F-23

Filing Compare · SURGLINE INTERNATIONAL, INC.