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WHo said they had to sell the 1 billion returned for future issuance to insiders? they dont!
SGLN shares are only worth about 14% of what they were worth in February of this year. That is success? LMAO.
$0.0006 5,000 OTO 15:56:40
$0.0005 840,000 OTO 15:54:40
$0.0006 10,000 OTO 14:22:14
$0.0005 1,000,000 OTO 13:58:21
$0.0005 1,000,000 OTO 13:58:16
$0.0005 2,000,000 OTO 13:58:09
$0.0006 160,000 OTO 12:46:39
$0.0007 15,000 OTO 10:46:48
$0.0007 200,000 OTO 10:21:55
$0.0007 1,950,500 OTO 09:58:59
$0.0007 10,000 OTO 09:32:23
$0.0005 90,000 OTO 09:30:06
http://www.otcbb.com/
Most traded at .0005 again today and a 5000 share paint at close.
Source of the SGLN volume:
http://www.otcbb.com/
i dont call 3/4 of the total volume below .0007 a paint job. i call a 7 dollar at .0007 a paint job. at end of day.
really, i didnt know success was based on how long a pps was shown with no volume, then $0.0005 3,104,671 OTO 14:56:20
Most of volume was at .0005, reality.
Who was the big spender at EOD a whole 7 dollar paint. As you can see most were at .0005
$0.0007 5,000 OTO 15:56:55
$0.0007 4,900 OTO 14:56:56
$0.0005 3,104,671 OTO 14:56:20
$0.0006 195,700 OTO 14:56:14
$0.0007 28,500 OTO 11:51:56
$0.0007 100 OTO 11:01:51
$0.0007 1,450,000 OTO 09:51:16
$0.0007 5,000 OTO 09:46:11
$0.0007 171,200 OTO 09:34:35
$0.0007 250,000 OTO 09:30:04
http://www.otcbb.com/asp/Info_Center.asp
Really?
THAT REVENUE YOU SPEAK OF IS FORWARD LOOKING STATEMENT AND WASNT PUT IN THE 10q AS IT WOULD BE IF THEY HAD IT. THEY PUT CONVERTIBLE DEBT UP UNTIL jUNE 2012, WHY NOT SHOW CONTRACTS IN 10q?
ALSO THE 1 BILLION SHARES THEY RETURNED WERE FREE. THE 1 BILLION SHARES CAN BE REISSUED PER THE RECENT 10Q.
incorrect. it can be if they had any. They put in the convertible debts all the way up to June of this year in that 10Q so if they had contracts a smart CEO would have put them in there to show progress. All they showed was more new debt and converted debt all the way UP UNTIL JUNE 2012, SO WHY NOT SHOW THE CONTRACTS? wE KNOW WHY!
Plus 400 to 500 Million shares changed from restricted to Float since last SS update. That means it was changed from RESTRICTED to RETAIL. I dont call that holding long. LMAO.
The net loss increased from the last 10Q as well.
OR this:
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Pursuant to the Agreement, the Registrant 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. 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 of its common stock to the SurgLine shareholders.
Additionally, the Registrant 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 Registrant in facilitating the Agreement by and among the Registrant and SurgLine. Upon the effectiveness of the increase in the authorized shares of capital stock of the Registrant, the 142,857 shares of Series B Preferred Stock were exchanged for 545,364,919 shares of our Common Stock.
From September 2, 2011 through April 30, 2012 the Company issued 366,470,241 shares of common stock upon the conversion of $214,000 of debentures. The Company issued 28,380,373 shares of common stock for $17,036 of unpaid interest on the debentures and also 3,000,000 shares of common stock for $1,500 of services. The shares were issued at an average price of approximately $0.0007 per share.
In 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. In connection with the issuance of common stock the Company realized a beneficial conversion expense of $216,783 for the nine months ended April 30, 2012.
On September 6, 2011 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.
On October 20, 2011, the Company issued 76,677,667 shares of common stock pursuant 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 pursuant to a private placement. The shares were issued at $0.0005 per share and the Company received proceeds of $5,000.
The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. The agreements executed in connection with this sale contain representations to support the Company’s reasonable belief that the Investor had access to information concerning the Company’s operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the Investor; the Company obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Company in order to make an informed investment decision. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.
Or this:
7. Subsequent events
Eden Acquisition
On May 14, 2012, the Company entered into and consummated the Agreement Concerning that Exchange of Securities (the “Agreement”) with Eden Surgical Technologies, LLC (“Eden”), a Texas limited liability company and the equity holders of Eden.
Pursuant 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”). As a result of the Exchange, Eden became a wholly-owned subsidiary of the Company.
Eden, formed on September 10, 2010, as an importer and distributor of trauma surgical products. As of the date of the acquisition Eden has not had any revenues.
Common Stock Issuances
On May 14, 2012 the Company issued 75,036,208 shares of restricted common to Rick Howard, pursuant to a consulting agreement. Mr. Howard was also a shareholder of Eden.
On May 29, 2012 the Company issued 66,666,667 shares of common stock upon the conversion of $12,000 of CY Convertible Notes. The shares were issued at an average conversion price of $.00018 per share.
On June 4, 2012 the Company issued 66,666,667 shares of common stock upon the conversion of $12,000 of CY Convertible Notes Debentures. The shares were issued at an average conversion price of $0.00018 per share.
On June 11, 2012 the Company issued 36,000,000 shares of common stock upon the conversion of $6,000 of CY Convertible Notes and $1,200 of accrued and unpaid interest. The shares were issued at an average conversion price of $0.0002 per share
10Q released.
cant deny this:
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended April 30, 2012, net cash used in operating activities was $323,246. Net loss was $2,482,874 for the nine months ended April 30, 2012. The loss included $1,527,022 of stock compensation cost related to the Share Exchange Agreement for 545,364,919 shares of common stock issued to a consultant who facilitated the transaction. The shares were valued at $0.0028, the market value of the common stock on the date of their issuance. Also included in the current period loss were non-cash expenses of $223,776 for the beneficial conversion feature related to the conversion of $100,000 of convertible notes, $149,514 for amortization regarding discount on debentures payable and amortization of deferred financing costs and $113,121 for the fair market value change in derivative liabilities.
Net cash provided by financing activities for the nine months ended April 30, 2012 was $290,900. For the nine months ended April 30, 2012, the Company received $188,500 on the issuance of convertible debentures, $100,000 on the issuance of convertible notes, $10,400 on the issuance of related notes payable, and $5,000 form a private placement. During the nine months ended April 30, 2012 the Company paid $12,500 closing costs on newly issued convertible debentures and $500 repayment of notes payable.
For the nine months ended April 30, 2012, cash and cash equivalents decreased by $33,771. Ending cash and cash equivalents was $15,240 as of April 30, 2012.
We will require substantial additional financing in order to execute our business plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.
Pursuant to the Share Exchange Agreement we have assumed certain liabilities of the Registrant of approximately $1,659,000, as of September 1, 2011. As of April 30, 2012 our liabilities are approximately $1,777,000. Included in this amount is a derivative liability of $303,967 related to convertible notes and debentures that is subject to the change in market price of our common stock and ultimately will be satisfied upon the final conversion of the associated debt. Additionally we have face value convertible notes and debentures of approximately $226,000. These amounts, plus other notes payable of $375,759 and related party loans of $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. We estimate that amount to be $400,000, annually.
REVENUES
For the three and nine months ended April 30, 2012 the Company had revenues of $16,010 and $119,158 consisting of sales to customers of the Company’s surgical implant products.
COSTS OF REVENUES
For the three and nine months ended April 30, 2012 the Company had costs of revenues of $5,841 and $67,242 related to the costs of our surgical implant products sold during the respective periods.
OPERATING EXPENSES
Operating expenses for the three and nine months ended April 30, 2012 was $62,131 and $1,993,203. The current year expenses include $1,527,022 of costs related to issuance of 545,364,919 shares of common stock pursuant to a consulting agreement regarding the merger with SurgLine. Also included in the three and nine month expenses are management and consulting fees of $12,450 and $236,200 comprised of management fees to our executive staff. Additional nine month operating costs include $80,000 for our FDA consultant and $7,500 to our Government Services consultant. Legal and accounting costs were $61,250 and $68,781 for general and administrative costs.
OTHER INCOME (EXPENSE)
Other expenses for the three and nine months ended April 30, 2012 was $120,650 and $541,587 respectively and consisted primarily of the beneficial conversion feature expense of $223,976 (for the nine months) related to the conversion of $100,000 of convertible promissory notes, interest expense of $69,517 (three months) and $204,690 (nine months), including $1,028 (three months) and $2,937 (nine months) to related parties.
10Q just released
Yea only worth about 14 to 16% of what is was worth in February of this year.
Do you notice how they put the convertible debtures all in this 10Q up to Now but they didnt put in any "contracts" from their PR's, dont you think if they would put Convertible Debture up till now in this 10Q they would have put those PR'd contracts in. Hmmmm, LMAO.
they were not retired! the 10Q says they are returned for new issuance when needed.
And set for issuance when needed (1 Billion shares)! KEY
You dont think when they issue from the 1 Billion they dont get paid from it? LMAO
Funny, they put convertible debts all the way up until June 2012 in this 10Q but they dont put the PR'd "agreements" in the 10Q hmmmm.
The 10Q ending in April 2012 is old, it was just release two days ago. LMAO, old news.
if you notice the majority was not recent so they could have sold and made money!
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Pursuant to the Agreement, the Registrant 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. 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 of its common stock to the SurgLine shareholders.
Additionally, the Registrant 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 Registrant in facilitating the Agreement by and among the Registrant and SurgLine. Upon the effectiveness of the increase in the authorized shares of capital stock of the Registrant, the 142,857 shares of Series B Preferred Stock were exchanged for 545,364,919 shares of our Common Stock.
From September 2, 2011 through April 30, 2012 the Company issued 366,470,241 shares of common stock upon the conversion of $214,000 of debentures. The Company issued 28,380,373 shares of common stock for $17,036 of unpaid interest on the debentures and also 3,000,000 shares of common stock for $1,500 of services. The shares were issued at an average price of approximately $0.0007 per share.
In 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. In connection with the issuance of common stock the Company realized a beneficial conversion expense of $216,783 for the nine months ended April 30, 2012.
On September 6, 2011 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.
On October 20, 2011, the Company issued 76,677,667 shares of common stock pursuant 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 pursuant to a private placement. The shares were issued at $0.0005 per share and the Company received proceeds of $5,000.
The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. The agreements executed in connection with this sale contain representations to support the Company’s reasonable belief that the Investor had access to information concerning the Company’s operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the Investor; the Company obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Company in order to make an informed investment decision. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.
most recent 10Q
----------------
all these shares are unregistered!!!!!!!!!!!!!!!!!!!!
7. Subsequent events
Eden Acquisition
On May 14, 2012, the Company entered into and consummated the Agreement Concerning that Exchange of Securities (the “Agreement”) with Eden Surgical Technologies, LLC (“Eden”), a Texas limited liability company and the equity holders of Eden.
Pursuant 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”). As a result of the Exchange, Eden became a wholly-owned subsidiary of the Company.
Eden, formed on September 10, 2010, as an importer and distributor of trauma surgical products. As of the date of the acquisition Eden has not had any revenues.
Common Stock Issuances
On May 14, 2012 the Company issued 75,036,208 shares of restricted common to Rick Howard, pursuant to a consulting agreement. Mr. Howard was also a shareholder of Eden.
On May 29, 2012 the Company issued 66,666,667 shares of common stock upon the conversion of $12,000 of CY Convertible Notes. The shares were issued at an average conversion price of $.00018 per share.
On June 4, 2012 the Company issued 66,666,667 shares of common stock upon the conversion of $12,000 of CY Convertible Notes Debentures. The shares were issued at an average conversion price of $0.00018 per share.
On June 11, 2012 the Company issued 36,000,000 shares of common stock upon the conversion of $6,000 of CY Convertible Notes and $1,200 of accrued and unpaid interest. The shares were issued at an average conversion price of $0.0002 per share
10Q released.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended April 30, 2012, net cash used in operating activities was $323,246. Net loss was $2,482,874 for the nine months ended April 30, 2012. The loss included $1,527,022 of stock compensation cost related to the Share Exchange Agreement for 545,364,919 shares of common stock issued to a consultant who facilitated the transaction. The shares were valued at $0.0028, the market value of the common stock on the date of their issuance. Also included in the current period loss were non-cash expenses of $223,776 for the beneficial conversion feature related to the conversion of $100,000 of convertible notes, $149,514 for amortization regarding discount on debentures payable and amortization of deferred financing costs and $113,121 for the fair market value change in derivative liabilities.
Net cash provided by financing activities for the nine months ended April 30, 2012 was $290,900. For the nine months ended April 30, 2012, the Company received $188,500 on the issuance of convertible debentures, $100,000 on the issuance of convertible notes, $10,400 on the issuance of related notes payable, and $5,000 form a private placement. During the nine months ended April 30, 2012 the Company paid $12,500 closing costs on newly issued convertible debentures and $500 repayment of notes payable.
For the nine months ended April 30, 2012, cash and cash equivalents decreased by $33,771. Ending cash and cash equivalents was $15,240 as of April 30, 2012.
We will require substantial additional financing in order to execute our business plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.
Pursuant to the Share Exchange Agreement we have assumed certain liabilities of the Registrant of approximately $1,659,000, as of September 1, 2011. As of April 30, 2012 our liabilities are approximately $1,777,000. Included in this amount is a derivative liability of $303,967 related to convertible notes and debentures that is subject to the change in market price of our common stock and ultimately will be satisfied upon the final conversion of the associated debt. Additionally we have face value convertible notes and debentures of approximately $226,000. These amounts, plus other notes payable of $375,759 and related party loans of $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. We estimate that amount to be $400,000, annually.
REVENUES
For the three and nine months ended April 30, 2012 the Company had revenues of $16,010 and $119,158 consisting of sales to customers of the Company’s surgical implant products.
COSTS OF REVENUES
For the three and nine months ended April 30, 2012 the Company had costs of revenues of $5,841 and $67,242 related to the costs of our surgical implant products sold during the respective periods.
OPERATING EXPENSES
Operating expenses for the three and nine months ended April 30, 2012 was $62,131 and $1,993,203. The current year expenses include $1,527,022 of costs related to issuance of 545,364,919 shares of common stock pursuant to a consulting agreement regarding the merger with SurgLine. Also included in the three and nine month expenses are management and consulting fees of $12,450 and $236,200 comprised of management fees to our executive staff. Additional nine month operating costs include $80,000 for our FDA consultant and $7,500 to our Government Services consultant. Legal and accounting costs were $61,250 and $68,781 for general and administrative costs.
OTHER INCOME (EXPENSE)
Other expenses for the three and nine months ended April 30, 2012 was $120,650 and $541,587 respectively and consisted primarily of the beneficial conversion feature expense of $223,976 (for the nine months) related to the conversion of $100,000 of convertible promissory notes, interest expense of $69,517 (three months) and $204,690 (nine months), including $1,028 (three months) and $2,937 (nine months) to related parties.
10Q just released
Yea sure, when they paid nothing for them, plus the 10Q they returned them to be able to use them for new issuance.
7. Subsequent events
Eden Acquisition
On May 14, 2012, the Company entered into and consummated the Agreement Concerning that Exchange of Securities (the “Agreement”) with Eden Surgical Technologies, LLC (“Eden”), a Texas limited liability company and the equity holders of Eden.
Pursuant 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”). As a result of the Exchange, Eden became a wholly-owned subsidiary of the Company.
Eden, formed on September 10, 2010, as an importer and distributor of trauma surgical products. As of the date of the acquisition Eden has not had any revenues.
Common Stock Issuances
On May 14, 2012 the Company issued 75,036,208 shares of restricted common to Rick Howard, pursuant to a consulting agreement. Mr. Howard was also a shareholder of Eden.
On May 29, 2012 the Company issued 66,666,667 shares of common stock upon the conversion of $12,000 of CY Convertible Notes. The shares were issued at an average conversion price of $.00018 per share.
On June 4, 2012 the Company issued 66,666,667 shares of common stock upon the conversion of $12,000 of CY Convertible Notes Debentures. The shares were issued at an average conversion price of $0.00018 per share.
On June 11, 2012 the Company issued 36,000,000 shares of common stock upon the conversion of $6,000 of CY Convertible Notes and $1,200 of accrued and unpaid interest. The shares were issued at an average conversion price of $0.0002 per share.
10Q released today.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended April 30, 2012, net cash used in operating activities was $323,246. Net loss was $2,482,874 for the nine months ended April 30, 2012. The loss included $1,527,022 of stock compensation cost related to the Share Exchange Agreement for 545,364,919 shares of common stock issued to a consultant who facilitated the transaction. The shares were valued at $0.0028, the market value of the common stock on the date of their issuance. Also included in the current period loss were non-cash expenses of $223,776 for the beneficial conversion feature related to the conversion of $100,000 of convertible notes, $149,514 for amortization regarding discount on debentures payable and amortization of deferred financing costs and $113,121 for the fair market value change in derivative liabilities.
Net cash provided by financing activities for the nine months ended April 30, 2012 was $290,900. For the nine months ended April 30, 2012, the Company received $188,500 on the issuance of convertible debentures, $100,000 on the issuance of convertible notes, $10,400 on the issuance of related notes payable, and $5,000 form a private placement. During the nine months ended April 30, 2012 the Company paid $12,500 closing costs on newly issued convertible debentures and $500 repayment of notes payable.
For the nine months ended April 30, 2012, cash and cash equivalents decreased by $33,771. Ending cash and cash equivalents was $15,240 as of April 30, 2012.
We will require substantial additional financing in order to execute our business plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.
Pursuant to the Share Exchange Agreement we have assumed certain liabilities of the Registrant of approximately $1,659,000, as of September 1, 2011. As of April 30, 2012 our liabilities are approximately $1,777,000. Included in this amount is a derivative liability of $303,967 related to convertible notes and debentures that is subject to the change in market price of our common stock and ultimately will be satisfied upon the final conversion of the associated debt. Additionally we have face value convertible notes and debentures of approximately $226,000. These amounts, plus other notes payable of $375,759 and related party loans of $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. We estimate that amount to be $400,000, annually.
REVENUES
For the three and nine months ended April 30, 2012 the Company had revenues of $16,010 and $119,158 consisting of sales to customers of the Company’s surgical implant products.
COSTS OF REVENUES
For the three and nine months ended April 30, 2012 the Company had costs of revenues of $5,841 and $67,242 related to the costs of our surgical implant products sold during the respective periods.
OPERATING EXPENSES
Operating expenses for the three and nine months ended April 30, 2012 was $62,131 and $1,993,203. The current year expenses include $1,527,022 of costs related to issuance of 545,364,919 shares of common stock pursuant to a consulting agreement regarding the merger with SurgLine. Also included in the three and nine month expenses are management and consulting fees of $12,450 and $236,200 comprised of management fees to our executive staff. Additional nine month operating costs include $80,000 for our FDA consultant and $7,500 to our Government Services consultant. Legal and accounting costs were $61,250 and $68,781 for general and administrative costs.
OTHER INCOME (EXPENSE)
Other expenses for the three and nine months ended April 30, 2012 was $120,650 and $541,587 respectively and consisted primarily of the beneficial conversion feature expense of $223,976 (for the nine months) related to the conversion of $100,000 of convertible promissory notes, interest expense of $69,517 (three months) and $204,690 (nine months), including $1,028 (three months) and $2,937 (nine months) to related parties.
10Q released today
thanks, the 1 billion returned:
The shares can be utilized for future issuances.
Oh just a billion shares that can be issued in the future as what was told was going to happen!
.0006 up? i think i would like it to be where it was in Feb 2012 of .0035. The pps is only about 14% of what it was in Feb 2012, that is not success!
That is a red flag, especially with all the debt conversion into common stock going on here. They increased the FLOAT by about 400 Million shares or more between the last two times somebody got the SS.
Legal difference between contract and agreement see below:
A contract is an agreement between parties that is legally enforceable.
A simple "agreement" is an arrangement between the parties which may or may not contain the necessary elements to be enforceable before a court of law.
In Simple Words:
A Contract is enforceable by law while an Agreement may not be enforceable by law.
A valid contract must contain the ten valid elements which are:
· Offer and Acceptance
· Intention to Create Legal Relations
· Lawful Consideration
. Capacity of Parties
· Free Consent
. Lawful Object
· Writing and Registration
· Certainty
· Possibility of Performance
. Not Expressly Declared Void
------------
SGLN has an agreement, not a contract, big difference. SGLN just hopes noneducated investors jump in and buy on that PR about an agreement which is not anywhere close to the same as a contract.
Truth about SGLN and their PR's
"LIQUIDITY AND CAPITAL RESOURCES
For the six months ended January 31, 2012, net cash used in operating activities was $273,539. Net loss was $2,303,269 for the six months ended January 31, 2012"
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"As of January 31, 2012 our liabilities are approximately $1,761,000. Included in this amount is a derivative liability of $290,667 related to convertible notes and debentures that is subject to the change in market price of our common stock and ultimately will be satisfied upon the final conversion of the associated debt. Additionally we have face value convertible notes and debentures of approximately $221,500. These amounts, plus other notes payable of $375,759 and related party loans of $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. We estimate that amount to be $400,000, annually. "
from most recent 10Q Period ending jan 31, 2012
I guess the SGLN management and staff dont like seeing FACTS about their company either.
2.3 Million Loss. Wait and see the new losses in new 10Q, oh wait they delayed, wonder why?
Jan 2012 is old? Hahahahahah LMAO.
I havent seen any contracts in a SEC filing yet but i have seen 2.3 Million in losses and a lot of convertable debt.
The PPS is only 14% of what it was in February. LMAO
i will believe those contracts when they are put in the 10Q 's stating they have contracts with details and no out clause as PR's provide. LMAO
If i had definite contracts i would put them in the current 10Q we are waiting on. lets wait and see those new losses or debt.
SGLN may try to sneak in another PR before they release 10Q to sale more shares and when it comes out you will see increased losses!
i believe you are able to sticky, being a MOD correct?
"Tom is very measured on what he says" jude
Exactly!
Revenue 'Run Rate'
1. How the financial performance of a company would look "if you were to extrapolate *current results* out over a certain period of time".
It is deceptive, period! It is obvious what they mean, we will just say if we base the future on what we have done this one time we would be at X in a certain amt of time. LMAO.
Cue the disclaimer in PR. too funny. SEC documents will tell the story but conviently you have to wait another quarter to find out what is real in these type of stocks after they dump their shares on you.