SurgLine International Inc (SGLN)

[JustAnotherPenny]

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.