11-Feb-2011
Annual Report
ITEM 7. PLAN OF OPERATION.
(a) Plan of operation
China Nuvo Solar Energy, Inc. (the "Company") formerly known as Interactive Games, Inc. ("Interactive"), was previously known as Torpedo Sports USA, Inc. ("Torpedo Sports").
Pursuant to an Agreement and Plan of Reorganization dated as of April 23, 2007, as amended on July 25, 2007 (the "Share Exchange"), by and between the Company and Nuvo Solar Energy, Inc., a Colorado corporation ("Nuvo") incorporated on April 13, 2006, 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 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."
Nuvo was formed for the purpose of seeking a business opportunity in the alternate energy or "next-generation energy" sector. This industry sector encompasses non-hydro carbon based energy production and renewable energy technologies that are "net-zero" or emissions free.
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. 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. Nuvo also agreed to pay PV a fee of $180,000 over the first three years of the agreement to act as a consultant.
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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 accordingly, increased its intellectual property asset by $150,000 on the July 31, 2008 balance sheet included herein.
OVERVIEW
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, 2007 and 2006. The financial statements presented for the years ended July 31, 2008 and 2007 include the Company and IGAM from July 25, 2007 (the date of the Share Exchange) and Nuvo.
In light of the foregoing, the historical data presented below is not indicative of future results. You should read this information in conjunction with the audited consolidated financial statements of the Company, including the notes to those statements and the following "Management's Discussion and Analysis of Financial Conditions and Results of Operations".
The Company's financial statements for the years ended July 31, 2008 and 2007 have been prepared on a going concern basis, which contemplates the realization of its remaining assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred significant losses since its inception and has a working capital deficit of approximately $1,740,000, and an accumulated shareholders' deficit of approximately $1,283,000 as of July 31, 2008. Nuvo has not yet earned any sources of revenue.
These factors raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will have adequate resources to fund future operations or that funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. 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.
On November 27, 2007, we executed a Collaboration and Development Agreement (the "Agreement") with Pioneer Materials, Inc. ("PMI") of Torrance, California. Under the terms of the Agreement, PMI will 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". Additionally, PMI will provide technical, engineering development, testing and manufacturing employees and support staff. The term of the Agreement is for one year, with automatic six-month renewal periods unless terminated by the parties. Pursuant to the terms of the Agreement, the Company agreed to pay PMI $2,500 per month and PMI is eligible to receive up to 4,000,000 shares of our common stock, of which 500,000 shares of common stock were issued upon the execution of the Agreement, upon the satisfactory completion of certain milestone accomplishments in the Agreement. The future milestones and potential shares to be issued are as follows:
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