Attached files
file | filename |
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EX-32.2 - Biolog, Inc | v163982_ex32-2.htm |
EX-31.1 - Biolog, Inc | v163982_ex31-1.htm |
EX-32.1 - Biolog, Inc | v163982_ex32-1.htm |
EX-31.2 - Biolog, Inc | v163982_ex31-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
GENERAL
FORM FOR REGISTRATION OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE
ACT OF 1934
BIOLOG,
INC.
(Exact
name of registrant as specified in its charter)
Utah
|
87-0279370
|
(State
or other jurisdiction of
Incorporation
or organization)
|
(I.R.S.
Employer
Indemnification
No.)
|
123
Parker Avenue, Liverpool, NY 13088
(Address
of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code (315) 703-9017
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
|
Name
of each exchange on which
each
class is to be registered
|
|
Common
Stock, par value $0.001
|
Securities
to be registered pursuant to
Section
12(g) of the Act:
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
(Check
one)
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do not
check if a smaller reporting company)
BIOLOG,
INC.
SEPTEMBER
30, 2009
Page
|
||
PART
I – FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
|
Unaudited
Balance Sheets
As
of September 30, 2009
As
of December 31, 2008
|
F-1
|
|
Unaudited
Statements of Expenses
For
the three months ended September 30, 2009 and September 30,
2008
For
the nine months ended September 30, 2009 and September 30,
2008
For
the cumulative period from February 18, 1927 to September 30,
2009
|
F-2
|
|
Unaudited
Statement of Stockholders’ Deficit
Cumulative
from February 18, 1927 (Date of Inception) to September 30,
2009
|
F-3
|
|
Unaudited
Statements of Cash Flows
For
the nine months ended September 30, 2009 and September 30,
2008
For
the cumulative period from February 18, 1927 (Date of Inception) to
September 30, 2009
|
F-4
|
|
Unaudited
Notes to Financial Statements
|
F-5
- F-7
|
|
Item
2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
3
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
9
|
Item
4.
|
Controls
and Procedures
|
10
|
PART
II – OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
11
|
Item1A
|
Risk
Factors
|
11
|
Item
2.
|
Unregistered
Sale of Equity Securities and Use of Proceeds
|
16
|
Item
3.
|
Defaults
Upon Senior Securities
|
16
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
16
|
Item
5.
|
Other
Information
|
16
|
Item
6.
|
Exhibits
|
17
|
SIGNATURES
|
18
|
2
PART I. FINANCIAL
INFORMATION
ITEM
1. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS
BIOLOG,
INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
(UNAUDITED)
September 30,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | - | $ | - | ||||
TOTAL
ASSETS
|
$ | - | $ | - | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
20 | 15,170 | ||||||
Accounts
payable - related parties
|
1,100 | - | ||||||
Advances
from shareholder
|
- | 1,317 | ||||||
Convertible
notes - related parties
|
7,546 | - | ||||||
Convertible
notes
|
22,800 | - | ||||||
Total
Current Liabilities
|
31,466 | 16,487 | ||||||
Stockholders'
Deficit:
|
||||||||
Preferred
Stock, $0.001 par value, none and 10,000,000 shares authorized, none
issued and outstanding at December 31, 2008 and September 30, 2009,
respectively
|
- | - | ||||||
Common
Stock, $0.001 par value, 100,000,000 shares authorized, 492,978 and
32,999,903 shares issued and outstanding at December 31, 2008 and
September 30, 2009, respectively
|
33,000 | 493 | ||||||
Additional
paid-in capital
|
317 | (493 | ) | |||||
Deficit
accumulated during the development stage
|
(64,783 | ) | (16,487 | ) | ||||
Total
Stockholder's Deficit
|
(31,466 | ) | (16,487 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements
F-1
BIOLOG,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF EXPENSES
(UNAUDITED)
February 18, 1927
|
||||||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
(Inception)
|
||||||||||||||||||
September 30,
|
September 30,
|
Through
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
March 31, 2009
|
||||||||||||||||
Operating
Expenses:
|
||||||||||||||||||||
Accounting
and bookkeeping
|
200 | - | 7,300 | - | 7,300 | |||||||||||||||
Consulting
|
- | - | 32,000 | - | 32,000 | |||||||||||||||
General
and administrative expenses
|
1,839 | - | 8,996 | - | 25,483 | |||||||||||||||
Net
Loss
|
(2,039 | ) | - | (48,296 | ) | - | (64,783 | ) | ||||||||||||
Net
Loss Per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | - | $ | (0.00 | ) | $ | - | N/A | |||||||||
Weighted
Average Shares Outstanding - Basic and Diluted
|
32,999,903 | 492,978 | 15,454,856 | 492,978 | N/A |
The
accompanying notes are an integral part of these financial
statements
F-2
BIOLOG,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
Total
|
||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
Stockholders'
|
|||||||||||||||||
Shares
|
Par Value
|
Capital
|
Stage
|
Deficit
|
||||||||||||||||
Common
stock issued since February 18, 1927
|
492,978 | $ | 493 | $ | (493 | ) | $ | - | $ | - | ||||||||||
Net
Loss
|
- | - | - | (15,170 | ) | (15,170 | ) | |||||||||||||
Balances
at December 31, 2007
|
492,978 | 493 | (493 | ) | (15,170 | ) | (15,170 | ) | ||||||||||||
Net
Loss
|
- | - | - | (1,317 | ) | (1,317 | ) | |||||||||||||
Balances
at December 31, 2008
|
492,978 | 493 | (493 | ) | (16,487 | ) | (16,487 | ) | ||||||||||||
Common
stock issued for shareholder advances
|
506,925 | 507 | 810 | - | 1,317 | |||||||||||||||
Common
stock issued for services
|
32,000,000 | 32,000 | - | - | 32,000 | |||||||||||||||
Net
Loss
|
- | - | - | (48,296 | ) | (48,296 | ) | |||||||||||||
Balances
at September 30, 2009
|
32,999,903 | $ | 33,000 | $ | 317 | $ | (64,783 | ) | $ | (31,466 | ) |
The
accompanying notes are an integral part of these financial
statements
F-3
BIOLOG,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CASH FLOWS
(UNAUDITED)
February 18, 1927
|
||||||||||||
Nine Months Ended
|
(Inception)
|
|||||||||||
September 30,
|
Through
|
|||||||||||
2009
|
2008
|
March 31, 2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
Loss
|
$ | (48,296 | ) | $ | - | $ | (64,783 | ) | ||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Common
stock issued for services
|
32,000 | - | 32,000 | |||||||||
Convertible
notes issued for services
|
7,630 | - | 22,800 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
payable
|
20 | - | 20 | |||||||||
Accounts
payable - related parties
|
1,100 | 1,100 | ||||||||||
Net
Cash Used in Operating Activities
|
(7,546 | ) | - | (8,863 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from convertible notes - related parties
|
7,546 | - | 7,546 | |||||||||
Proceeds
from shareholder advances
|
- | - | 1,317 | |||||||||
Net
Cash Provided by Financing Activities
|
7,546 | - | 8,863 | |||||||||
Net
Change in Cash
|
- | - | - | |||||||||
Cash
at Beginning of Period
|
- | - | - | |||||||||
Cash
at End of Period
|
$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL
DISCLOSURES:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for taxes
|
- | - | - | |||||||||
NON-CASH
INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
Common
stock issued for shareholder advances
|
$ | 1,317 | $ | - | $ | 1,317 | ||||||
Accounts
payable converted to convertible notes
|
15,170 | - | - |
The
accompanying notes are an integral part of these financial
statements
F-4
BIOLOG,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Biolog, Inc. have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Biolog’s audited 2008 annual
financial statements and notes thereto filed on Form 10 with the SEC. In the
opinion of management, all adjustments, consisting of normal reoccurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods present have been reflected
herein. The results of operation for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements, which would substantially duplicate the disclosure
required in Biolog’s fiscal 2008 financial statements have been
omitted.
Reverse Stock
split
On
February 17, 2009, our stockholders approved an amendment to our articles of
incorporation to effect a 1 for 100 reverse stock split (the “Reverse Split”) of
our common stock, $0.001 par value per share. The effective date of the reverse
split was May 28, 2009 and has been retroactively reflected in the accompanying
financial statements. Upon effectiveness of the Reverse Split, each stockholder
received one share of common stock for every 100 shares of common stock owned
and outstanding as of the record date. Any fractional share as a result of the
Reverse Split has been dropped. The Reverse Split does not affect the number of
shares of common stock authorized for issuance. All share and per share
information has been retroactively adjusted to reflect the reverse stock
split.
NOTE
2 – GOING CONCERN
The
accompanying financial statements have been prepared on the basis of accounting
principles applicable to a “going concern”, which assume that Biolog will
continue in operation for at least one year and will be able to realize its
assets and discharge its liabilities in the normal course of
operations.
Several
conditions and events cast substantial doubt about Biolog’s ability to continue
as a going concern. Biolog has incurred net losses of $64,783 since inception,
has no revenues and requires additional financing in order to finance its
business activities on an ongoing basis. Biolog’s future capital requirements
will depend on numerous factors including, but not limited to, continued
progress in finding a merger candidate and the pursuit of business
opportunities.
Biolog is
actively pursuing alternative financing and has had discussions with various
third parties, although no firm commitments have been obtained. In the interim,
shareholders of Biolog have committed to meeting its minimal operating
expenses.
F-5
Management
believes that actions presently being taken to revise Biolog’s operating and
financial requirements provide them with the opportunity to continue as a going
concern.
These
financial statements do not reflect adjustments that would be necessary if
Biolog were unable to continue as a going concern. While management believes
that the actions already taken or planned, will mitigate the adverse conditions
and events which raise doubt about the validity of the “going concern”
assumption used in preparing these financial statements, there can be no
assurance that these actions will be successful. If Biolog were unable to
continue as a “going concern,” then substantial adjustments would be necessary
to the carrying values of assets, the reported amounts of its liabilities, the
reported revenues and expenses, and the balance sheet classifications
used.
NOTE
3 – RELATED PARTY TRANSACTIONS
An
Officer of Biolog, Joseph Passalaqua, has advanced Biolog $1,317. The advance
not accruing any interest and has no set repayment date. As of December 31, 2008
Biolog owed $1,317 related to this advance. During 2009, Joseph Passalaqua,
advanced Biolog $7,546. On February 12, 2009, 506,925 shares of Common Stock
were issued to Joseph Passalaqua in exchange for the forgiveness of the $1,317
advance. On September 30, 2009, the $7,546 advance was reclassified as a
Convertible Note Payable.
As of
September 20, 2009, Biolog incurred a liability to Lyboldt-Daly in the amount of
$1,100. Lyboldt-Daly completed the bookkeeping and internal accounting for
Biolog, Inc. Joseph Passalaqua is President of Lyboldt-Daly and a majority
shareholder in Biolog, Inc.
As of
September 30, 2009, all activities of Biolog have been conducted by corporate
officers from either their homes or business offices. Currently, there are no
outstanding debts owed by Biolog for the use of these facilities and there are
no commitments for future use of the facilities.
NOTE
4 - CONVERTIBLE NOTES PAYABLE
In
previous years prior and including 2008, Biolog incurred a liability to Fidelity
Stock Transfer in the amount of $15,170. In 2009, this amount was reclassified
as a Convertible Note Payable. The note bears interest at 18% per annum in the
form of monthly fees billed by Fidelity Stock Transfer Company. During 2009, the
fees for additional services from Fidelity totaling $7,630 were added to the
principal balance of the convertible note. As of September 30, 2009, Biolog owes
Fidelity Stock Transfer Company $22,180 on this note.
During
2009, Biolog incurred a liability to Joseph Passalaqua in the amount of $ 7,546.
On September 30, 2009, this amount was reclassified as a Convertible Note
Payable. The note bears interest at 8% per annum. As of September 30, 2009,
Biolog currently owes Joseph Passalaqua $7,546 on this note.
The above
notes are convertible into common stock of Biolog at a rate of $0.001. Biolog
evaluated the convertible portion of the above debt at issuances under FASB ASC
815 for consideration of classification as a liability and derivative and
determined both were not applicable. Biolog then evaluated the convertible
portion under FASB ASC 470 for consideration of beneficial conversion feature
and determined none existed.
F-6
NOTE
5 – COMMON STOCK TRANSACTIONS
As of
December 31, 2008 Biolog has 100,000,000 shares of common stock authorized at
$0.001 par value per share and 492,978 shares of common stock issued and
outstanding.
On
February 12, 2009, 506,925 shares of Common Stock were issued to Joseph
Passalaqua in exchange for forgiveness of a $1,317 advance.
On
February 17, 2009, Biolog had a resolution and amended the Articles of
Incorporation to include a 100/1 reverse stock split, with all fractional shares
being dropped. The record date of the reverse split was May 28, 2009, with the
effect being retroactive back to inception.
On May
29, 2009 Biolog issued 32,000,000 shares of common stock valued at $32,000 for
services rendered to Officer, Directors, and Consultants of Biolog.
F-7
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
FORWARD
LOOKING STATEMENTS
This Form
10-Q contains forward-looking statements that involve risks and uncertainties.
You can identify these statements by the use of forward-looking words such as
"may," "will," "expect," "anticipate," "estimate," "continue," or other similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future results
of operations or financial condition or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are unable to accurately predict or control. Those events as well as any
cautionary language in this registration statement provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. You should
be aware that the occurrence of the events described in this Form 10-Q could
have a material adverse effect on our business, operating results and financial
condition.
BASIS
OF PRESENTATION
The
unaudited financial statements of Biolog Inc., a Utah corporation (“Biolog”,
“the Company”, “our”, or “we”), should be read in conjunction with the notes
thereto. In the opinion of management, the unaudited financial statements
presented herein reflect all adjustments (consisting only of normal recurring
adjustments) necessary for fair presentation. Interim results are not
necessarily indicative of results to be expected for the entire
year.
We
prepare our financial statements in accordance with U.S. generally accepted
accounting principals, which require that management make estimates and
assumptions that affect reported amounts. Actual results could differ from these
estimates.
Certain
statements contained below are forward-looking statements (rather than
historical facts) that are subject to risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements.
DESCRIPTION
OF BUSINESS
We were
originally named “National Treasure Mines Company” or “NTM” were originally
incorporated on February 18, 1927 under the laws of the State of Utah. Our
original purpose was to engage in, carry on, and conduct a general mining
business in the State of Utah.
On
October 31, 1986, we approved the merger and reorganization between “National
Treasure Mines Company” and “Roskamp Manley Associates Inc.” or “RMA”, a
California corporation. RMA remained a wholly-owned subsidiary of NTM until RMA
did not renew their business charter in California and ceased to
exist.
3
On
December 18, 1986, we filed Amended Articles of Incorporation and changed the
name of the Company to “N.T.M. Inc.” under the laws of the State of
Utah.
On June
29, 1994, we completed an acquisition of Larson # 11-28 and Zadow # 23-34, two
wells in Radcliff and Mission Canyon in the State of Montana. These wells were
considered to be non-performing and were disposed, they do not remain our
assets. Being unable to achieve our intended purpose, we ceased operations and
became dormant in 1995, having no assets or liabilities.
We
remained in this condition until in November 4, 2004, an Application for
Reinstatement was completed and filed with the State of Utah. On December 15,
2004 an Amended and Restated Articles of Incorporation was filed under the laws
of the State of Utah, whereby our name was changed to “Biolog, Inc”. Since 2004,
we have not commenced any operations.
On
January 22, 2009 an Application of Reinstatement was filed with the State of
Utah.
On
February 17, 2009, we adopted an Amendment to the Articles of Incorporation that
vacated all the previous Articles of Incorporation in their entirety. The
Amendment to the Articles of Incorporation was filed on April 20, 2009 with the
State of Utah and effective retroactively.
On
February 17, 2009, our stockholders approved an amendment to our articles of
incorporation to effect a 1 for 100 reverse stock split (the “Reverse Split”) of
our common stock, $.001 par value per share. The effective date of the reverse
split was April 20, 2009. Upon effectiveness of the Reverse Split, each
stockholder received one share of common stock for every 100 shares of common
stock owned and outstanding as of the record date. The Reverse Split does not
affect the number of shares of common stock authorized for
issuance.
The
Company has not commenced any operations and has no products or services as of
September 30, 2009 and December 31, 2008.
Our
current principal business activity is to seek a suitable reverse acquisition
candidate through acquisition, merger or other suitable business combination
method.
It is the
intent of management and our significant stockholder, Joseph Passalaqua to
provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity. However,
there is no legal obligation for either management or our significant
stockholder, Joseph Passalaqua to provide additional future funding. Should this
pledge fail to provide financing and we have not identified any alternative
sources of funding. There will be substantial doubt about our ability to
continue as a going concern.
Our need
for capital may change dramatically because of any business acquisition or
combination transaction. There can be no assurance that we will identify any
such business, product, technology or company suitable for acquisition in the
future. Further, there can be no assurance that we will be successful in
consummating any acquisition on favorable terms or that we will be able to
profitably manage the business, product, technology or company we
acquire.
4
We are
presently seeking a merger, acquisition or other business combination
transaction with a privately owned entity seeking to become a publicly owned
entity. Our current principal business activity is to seek a suitable
acquisition candidate through acquisition, merger, reverse merger or other
suitable business combination method.
As a
"reporting company," we may be more attractive to a private acquisition target
because our common stock is eligible to be quoted on the OTC Bulletin Board
although there is no assurance it will be quoted. As a result of filing this
registration statement, we will be obligated to file with the Securities and
Exchange Commission (the "Commission") certain periodic reports, including an
annual report containing audited financial statements. We anticipate that we
will continue to file such reports as required under the Exchange
Act.
We are a
shell company as defined under Rule 12b-2 of the Exchange Act in that we are a
registrant, other than an asset-backed issuer, that have 1) no or nominal
operations; and 2) either i) no or nominal assets; ii) assets consisting solely
of cash and cash equivalents; or iii) assets consisting of any amount of cash
and cash equivalents and nominal other assets.
On June
10, 2009, we filed a Registration Statement on Form 10SB , or the “Registration
Statement”, with the Securities and Exchange Commission, or the SEC, to register
our common stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. The Registration Statement went effective in 60
days by operation of law on August 10, 2009, or the Effective Date. Since the
Effective Date of the Registration Statement, we have become a reporting company
under the Securities Exchange Act and are responsible for preparing and filing
periodic and current reports under the Exchange Act with the SEC.
Any
person or entity may read and copy our reports with the Securities and Exchange
Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an
Internet site at http://www.sec.gov where reports, proxies and informational
statements on public companies may be viewed by the public.
5
GOING
CONCERN QUALIFICATION
Several
conditions and events cast substantial doubt about the Company’s ability to
continue as a going concern. The Company has incurred net losses of
approximately $64,783 for the period from January 1, 2001 to September 30, 2009,
has no revenues and requires additional financing in order to finance its
business activities on an ongoing basis. The Company’s future capital
requirements will depend on numerous factors including, but not limited to,
continued progress in finding a merger candidate and the pursuit of business
opportunities. The Company is actively pursuing alternative financing and has
had discussions with various third parties, although no firm commitments have
been obtained. In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses. Management believes that actions
presently being taken to revise the Company’s operating and financial
requirements provide them with the opportunity to continue as a going concern.
At December 31, 2008, we had $0 cash on hand, and a deficit accumulated during
the development stage of $16,487. At September 30, 2009, we had $0 cash on hand,
and a deficit accumulated during the development stage of $64,783. See
“Liquidity and Capital Resources.”
LIQUIDITY
AND CAPITAL RESOURCES
It is the
belief of management that sufficient working capital necessary to support and
preserve the integrity of the corporate entity will be present. However, there
is no legal obligation for either management or significant stockholders to
provide additional future funding. Should this pledge fail to provide financing,
we have not identified any alternative sources. Consequently, there is
substantial doubt about our ability to continue as a going concern.
We have
no current plans, proposals, arrangements or understandings with respect to the
sale or issuance of additional securities prior to the location of a merger or
acquisition candidate. Accordingly, there can be no assurance that sufficient
funds will be available to us to allow us to cover the expenses related to such
activities.
Our need
for capital may change dramatically because of any business acquisition or
combination transaction. There can be no assurance that we will identify any
such business, product, technology or company suitable for acquisition in the
future. Further, there can be no assurance that we will be successful in
consummating any acquisition on favorable terms or that we will be able to
profitably manage the business, product, technology or company we
acquire.
Regardless
of whether our cash assets prove to be inadequate to meet our operational needs,
we might seek to compensate providers of services by issuances of stock in lieu
of cash.
At
September 30, 2009, we had $0 cash on hand and an accumulated deficit of
$64,783. Our primary source of liquidity for the current quarter has been from
loans from a Joseph C. Passalaqua, a principal stockholder. As of September 30,
2009 we have a convertible note payable to Joseph C. Passalaqua in the amount
$7,546. This note bears a simple interest rate of 8% per annum and is payable
upon demand. As of September 30, 2009 we have a convertible note payable to
Fidelity Stock Transfer Company that was reclassified from an accounts payable
for services rendered in the amount $22,800.
6
This
notes includes a simple interest rate of 18% per annum that is billed in the
form of monthly fees by Fidelity Stock Transfer and is payable upon
demand.
Net cash
used in operating activities was $7,546 during the nine-month period ended
September 30, 2009.
Net cash
provided by investing activities was $0 during the nine-month period ended
September 30, 2009.
Net cash
provided by financing activities was $7,546 during the nine-month period ended
September 30, 2009.
Our
expenses to date are largely due to professional fees that include accounting
and legal fees.
To date,
we have had minimal revenues; and we require additional financing in order to
finance our business activities on an ongoing basis. Our future capital
requirements will depend on numerous factors including, but not limited to,
continued progress in finding a merger candidate and the pursuit of business
opportunities. We are actively pursuing alternative financing and have had
discussions with various third parties, although no firm commitments have been
obtained to date. In the interim, shareholders of the Company have committed to
meet our minimal operating expenses. We believe that actions presently being
taken to revise our operating and financial requirements provide them with the
opportunity to continue as a “going concern,” although no assurances can be
given.
NET
LOSS FROM OPERATIONS
The
Company had a net loss of $64,783 for the period from inception through
September 30, 2009. The company had net loss of $48,296 for the nine months
ended September 30, 2009 as compared to a net loss of $0 for the nine months
ended September 30, 2008.
The
company had net loss of $2,039 for the three months ended September 30, 2009 as
compared to a net loss of $0 for the three months ended September 30,
2008.
CASH
FLOW
Our
primary source of liquidity has been cash from shareholder loans.
WORKING
CAPTIAL
The
Company had total current assets of $0 and total current liabilities of $16,487
resulting in a working capital deficit of $16,487 as of December 31, 2008. We
had total current assets of $0 and total current liabilities of $31,466, which
results in working capital deficit of $31,466 as of September 30,
2009.
7
THREE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30,
2008
OPERATION
AND ADMINISTRATIVE EXPENSES
Operating
expenses increased by $2,039, from $0 in the three months ended September 30,
2008 to $2,039 in the three months ended September 30, 2009. Operating expenses
primarily consist of general and administrative expenses (G&A) and
professional fees. G&A expenses, made up primarily of office expenses and
outside services consisting of stock transfer fees and filing fees, increased by
$1,839, from $0 in the three months ended September 30, 2008 to $1,839 in the
three months ended September 30, 2009. Professional fees, made up of accounting
and legal fees increased by $200, from $0 in the three months ended September
30, 2008 to $200 in the three months ended September 30, 2009. These are fees we
pay to accountants and attorneys throughout the year for performing various
tasks. The bulk of the increase in expense was due to the Company’s accounting
fees in 2009, when comparing the same three month period in 2008.
NINE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30,
2008
OPERATION
AND ADMINISTRATIVE EXPENSES
Operating
expenses increased by $48,296, from $0 in the nine months ended September 30,
2008 to $48,296 in the nine months ended September 30, 2009. Operating expenses
primarily consist of general and administrative expenses (G&A) and
professional fees and consulting services. G&A expenses, made up primarily
of office expenses and outside services consisting of stock transfer fees and
filing fees, increased by $8,996 from $0 in the nine months ended September 30,
2008 to $8,996 in the nine months ended September 30, 2009. Professional fees,
made up of accounting and legal fees increased by $7,300, from $0 in the nine
months ended September 30, 2008 to $7,300 in the nine months ended September 30,
2009. These are fees we pay to accountants and attorneys throughout the year for
performing various tasks. Consulting fees increased by $32,000, from $0 in the
nine months ended September 30, 2008 to $32,000 in the nine months ended
September 30, 2009. These are consulting services that were provided by the
Company’s officers, directors or shareholders. The bulk of the increase in
expense was due to the Company’s consulting and accounting fees in 2009, when
comparing the same nine month period in 2008.
COMMON
STOCK
Our board
of directors is authorized to issue 100,000,000 shares of common stock, with a
par value of $0.001. There are an aggregate of 32,999,903 shares of Common Stock
issued and outstanding, which are held by 933 stockholders as of the date of
this Quarterly Report. All shares of our common stock have one vote per
share on all matters, including election of directors, without provision for
cumulative voting. The common stock is not redeemable and has no conversion or
preemptive rights. The common stock currently outstanding is validly issued,
fully paid and non-assessable.
8
In the
event of liquidation of the Company, the holders of common stock will share
equally in any balance of the Company's assets available for distribution to
them after satisfaction of creditors and preferred stockholders, if
any.
The
holders of our common stock are entitled to equal dividends and distributions
per share with respect to the Common Stock when, as and if, declared by the
board of directors from funds legally available.
Holders
As of
September 30, 2009, there are 933 shareholders of our common stock.
Dividends
We have
not paid any dividends to date, and has no plans to do so in the near
future.
PREFERRED
STOCK
Our board
of directors is authorized to issue 10,000,000 shares of Preferred Stock, with a
par value of $0.001. There are an aggregate of 0 shares of Preferred Stock
issued and outstanding as of the date of this Quarterly Filing.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market
risk is the risk of loss from adverse changes in market prices and rates. The
Company’s market risk arises primarily from the fact that the area in which we
do business is highly competitive and constantly evolving. We face competition
from the larger and more established companies — from companies that develop new
technology, as well as the many smaller companies throughout the
country.
We face
competition from the larger and more established companies, from companies that
develop new technology, as well as the many smaller companies throughout the
country. For example, the last several years have shown an increase in the use
of larger online sources such as Overstock.com and Ebay.com. These increases cut
into our potential customer base. Companies who have a larger sales force, more
money, larger manufacturing capabilities and greater ability to expand their
markets also cut into our potential customers. Many of our competitors have
longer operating histories, significantly greater financial strength, nationwide
advertising coverage, brand identification and other resources that we do not
have.
Our
competitors might introduce less expensive or more improved merchandise. These,
as well as other factors, can negatively impact our business
strategy. The competition from larger overstock companies is a very
serious threat that can result in substantially less revenue.
9
Market
Price
There is
no trading market for our common stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.
Options, Warranties and
Other Equity Items
There
are no outstanding options or warrants
to purchase, nor any securities convertible into, the
our common shares. Additionally, there are no shares that could be sold
pursuant to Rule 144 under the Securities Act or that we had agreed to register
under the Securities Act for sale by security holders. Further, there are
no common shares of the Company being, or proposed to be, publicly offered by
the Company
ITEM
4. CONTROLS AND PROCEDURES
The
Company's Chief Executive Officer is responsible for establishing and
maintaining disclosure controls and procedures for the Company.
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer and Chief
Financial Officer have reviewed the effectiveness of our “disclosure controls
and procedures” (as defined in the Securities Exchange Act of 1934 Rules
13a-15(f) and 15d-15(f) as of the end of the period covered by this report and
have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
There are
not and have not been any disagreements between the Registrant and its
accountants on any matter of accounting principles, practices or financial
statement disclosure.
10
PART
II. OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
None.
ITEM 1A. RISK
FACTORS
Our
business and plan of operation is subject to numerous risk factors, including,
but not limited to, the following:
Our
limited operating history makes its potential difficult to assess.
We have
no assets or financial resources. We will, in all likelihood,
continue to sustain operating expenses without corresponding revenue, at least
until the consummation of a business combination. This will most
likely result in the Company incurring a net operating loss, which will increase
continuously until we can consummate a business combination with a target
company. There is no assurance that we can identify such a target
company and consummate such a business combination.
We
have no agreement for a business combination and no minimum requirements for a
business combination.
We
have no current
arrangement, agreement or understanding with respect to engaging in a business
combination with a specific entity. There can be no assurance that we
will be successful in identifying and
evaluating suitable business opportunities or in
concluding a business combination. No particular industry or specific
business within an industry has been selected for a target
company. We have not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which we will require a target company to have achieved, or without which we
would not consider a business combination with such business entity.
Accordingly, we may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential for
immediate earnings, limited assets, negative net worth or other negative
characteristics. There is no assurance that we will be able to
negotiate a business combination on terms favorable to us.
There
is no assurance of success or profitability of the Company.
There is
no assurance that we will acquire a favorable business
opportunity. Even if we should become involved in a business
opportunity, there is no assurance that we will generate revenue or profits, or
that the market price of our outstanding shares will be increased
thereby. The type of business to be acquired may be one that desires
to avoid
effecting its own public offering and the accompanying expense, delays,
uncertainties and federal and state requirements which purport to protect
investors. Because of our limited capital, it is more likely than not
that any acquisition by the Company will involve other parties whose primary
interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
11
We
may not be able to diversify its business.
Because
we have limited financial resources, it is unlikely that we will be able to
diversify our acquisitions or operations. Our probable inability to
diversify our activities into more than one area will subject us to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.
We
have limited officers and directors.
Because
management consists of only three persons, while seeking a business combination,
Amanda Godin, the President of the Company, Garry McHenry, the Secretary of the
Company, and Devon Nish, the Director of the Company, will be the only
individuals responsible in conducting the day-to-day operations of the
Company. We do not benefit from having access to multiple judgments
that a greater number of directors or officers would provide, and we will rely
completely on the judgment of our two officers and one director when selecting a
target company. Ms. Godin, Mr. McHenry, and Mr. Nish anticipate
devoting only a limited amount of time per month to the business of the
Company. Ms. Godin, Mr. McHenry, and Mr. Nish have not entered into a
written employment agreement with the Company and they are not expected to do
so. We do not anticipate obtaining key man life insurance on Ms. Godin, Mr.
McHenry, or Mr. Nish. The loss of the services of Ms. Godin, Mr. McHenry, and
Mr. Nish would adversely affect development of our business and our likelihood
of continuing operations.
We
depend on management and management's participation is limited.
We will
be entirely dependent upon the experience of our officers and directors in
seeking, investigating, and acquiring a business and in making decisions
regarding our operations. It is possible that, from time to time, the
inability of such persons to devote their full time attention to the Company
will cause the Company to lose an opportunity.
The
amount of time spent by Ms. Godin, Mr. McHenry and Mr. Nish on the activities of
the Company is not predictable. Such time may vary widely from an
extensive amount when reviewing a target company to an essentially quiet time
when activities of management focus elsewhere or some amount in between.
It is impossible to predict with any precision the exact amount of time
Ms. Godin, Mr. McHenry, Mr. Nish will actually be required to spend to locate a
suitable target company. Ms. Godin, Mr. McHenry and Mr. Nish estimate that the
business plan of the Company can be implemented by devoting less than five hours
per month but such figure cannot be stated with precision.
Conflicts
of interest exist between the Company and its management.
Certain
conflicts of interest exist between the Company and its officers and
directors. They have other business interests to which they currently
devote attention, and are expected to continue to do so. As a result, conflicts
of interest may arise that can be resolved only through their exercise of
judgment in a manner that is consistent with their fiduciary duties to the
Company.
12
It
is anticipated that our principal stockholders may actively negotiate or
otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, our principal stockholders may consider
their own personal pecuniary benefit rather than the best interest of other
Company shareholders. Depending upon the nature of a proposed
transaction, Company stockholders other than the principal stockholders may not
be afforded the opportunity to approve or consent to a particular
transaction.
We
may need additional financing.
We have
very limited funds, and such funds, may not be adequate to take advantage of any
available business opportunities. Even if our currently available
funds prove to be sufficient to pay for our operations until we are able to
acquire an interest in, or complete a transaction with, a business opportunity,
such funds will clearly not be sufficient to enable it to exploit the
opportunity. Thus, the ultimate success of the Company will depend, in part,
upon our availability to raise additional capital. In the event that we require
modest amounts of additional capital to fund our operations until we are able to
complete a business acquisition or transaction, such funds, are expected to be
provided by the principal shareholders. However, we have not
investigated the availability, source, or terms that might govern the
acquisition of the additional capital, which is expected to be required in order
to exploit a business opportunity, and will not do so until we have determined
the level of need for such additional financing. There is no
assurance that additional capital will be available from any source or, if
available, that it can be obtained on terms acceptable to the
Company. If not available, our operations will be limited to those
that can be financed with our modest capital.
We
may need to depend upon outside advisors.
To
supplement the business experience of our officers and directors, we may be
required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors will be made
by our officers, without any input by shareholders. Furthermore, it is
anticipated that such persons may be engaged on an as needed basis without a
continuing fiduciary or other obligation to the Company. In the event the
officers and directors of the Company consider it necessary to hire
outside advisors, they may elect to hire persons who are affiliates, if those
affiliates are able to provide the required services.
We
may have significant competition for business opportunities and combinations and
may be at a competitive disadvantage in completing a business
combination.
We are
and will continue to be an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms are
active in mergers and acquisitions of companies. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than us and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete in
seeking merger or acquisition candidates with other public shell companies, some
of which may also have funds available for use by an acquisition
candidate.
13
The
reporting requirements imposed upon us may delay or preclude our ability to
enter into a business combination.
Pursuant
to the requirements of Section 13 of the Exchange Act, we are required to
provide certain information about significant acquisitions including audited
financial statements of the acquired company. Because we are a shell
company, these audited financial statements must be furnished within four
business days following the effective date of
a business
combination. Obtaining audited financial statements are
the economic responsibility of the target company. The additional
time and costs that may be incurred by some potential target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by
us. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are
applicable. Notwithstanding a target company’s agreement to obtain
audited financial statements within the required time frame, such audited
financials may not be available to us at the time of effecting a business
combination. In cases where audited financials are unavailable, we will have to
rely upon un-audited information that has not been verified by outside auditors
in making our decision to engage in a transaction with the business
entity. This risk increases the prospect that a business combination
with such a business entity might prove to be an unfavorable one for
us.
We
lack market research and a marketing organization.
We have
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the
Company. In the event demand exists for a transaction of the type
contemplated by the Company, there is no
assurance the Company will be successful in
completing any such business combination.
It
is probable that there will be a change in control of the Company and/or
management.
In
conjunction with completion of a business acquisition, it is anticipated that we
will issue an amount of our authorized, but un-issued common stock that
represents the greater majority of the voting power and equity of the Company,
which will, in all likelihood, result in stockholders of a target company
obtaining a controlling interest in the Company.
As a
condition of the business combination agreement, the current stockholder(s) of
the Company may agree to sell or transfer all or a portion of our common stock
he/they own(s) so to provide the target company with all or majority control.
The resulting change in control of the Company will likely result in removal of
the present officers and directors of the Company and a corresponding reduction
in or elimination of his/their participation in the future affairs of the
Company.
14
Stockholders
will likely suffer a dilution of the value of their shares upon a business
combination.
A
business combination normally will involve the issuance of a significant number
of additional shares. Depending upon the value of the assets acquired
in such business combination, the per-share value of our common stock may
increase or decrease, perhaps significantly.
No
public market exists and no public market may develop for the Company’s common
stock.
There is
currently no public market for our common stock, and no assurance can be given
that a market will develop or that a shareholder ever will be able to liquidate
his investment without considerable delay, if at all. If a market should
develop, the price may be highly volatile. Factors such as those
discussed in this "Risk Factors” section may have a significant impact upon the
market price of the securities offered hereby. Owing to the low price
of the securities, many brokerage
firms may not be willing to effect
transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the
combination of brokerage commissions, state transfer taxes, if any, and any
other selling costs may exceed the sales proceeds.
Registration
of shares of the Company's common stock may be required for resale.
It is the
Commission's position that securities issued by a "shell" company such as
Plantation Lifecare Developers, Inc., cannot be sold under the exemption from
registration provided by Rule 144 promulgated under the Securities Act of 1933
(the "Act"), but must be registered under the Securities Act of 1933.
Accordingly, the securities sold to our affiliates may have to be registered
under the Act prior to resale. Any other securities
issued to individuals in the capacity
of management, affiliates, control persons and promoters may also
have to be registered prior to resale and shall be issued with
appropriate restricted legend to reflect the registration
requirements.
There
may be restrictions imposed by states on the sale of common stock by
investors.
Because
the securities registered hereunder have not been registered for resale under
the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware, that there may be significant state Blue Sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors should consider the
secondary market for our securities to be a limited one.
We
may be subject to additional risks because of doing business in a foreign
country.
We may
effectuate a business combination with a merger target whose business operations
or even headquarters, place of formation or primary place of business are
located outside the United States of America. In such event, we may
face the significant additional risks associated with doing business in that
country. In addition to the language barriers, different presentations of
financial information, different business practices, and other cultural
differences and barriers that may make it difficult to evaluate such a merger
target, ongoing business risks result from the international political
situation, uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and
potential political and economic instability that may be exacerbated in various
foreign countries.
15
The
consummation of a business combination may subject us and our stockholders to
federal and state taxes.
Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that we may undertake. Currently, such transactions may
be structured to result in tax-free treatment to both companies, pursuant
to various federal and state tax
provisions. We intend to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During
the nine months ended September 30, 2009 there were the following sales of
securities:
On
February 12, 2009, 506,925 shares of Common Stock were issued to Joseph
Passalaqua in exchange for the extinguishment of shareholder advances of
$1,317.
On May
29, 2009, 32,000,000 shares of Common Stock were issued in exchange for
consulting services. Amanda Godin, President, was issued 3,000,000 shares of
Common Stock. Garry McHenry, Secretary, was issued 3,000,000 shares
of Common Stock. Devon Nish, Director, was issued 3,000,000 shares of Common
Stock. Kevin Kopaunik, Fidelity Stock Transfer Company, was issued
3,000,000 shares of Common Stock. Joseph Passalaqua, a major
shareholder, was issued 20,000,000 shares of Common Stock.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS.
None.
ITEM
5. OTHER INFORMATION
None.
16
ITEM
6. EXHBITS
Exhibit Number
|
Description
|
|
3.1
|
Articles
of Amendment to Articles of Incorporation (Profit)*
|
|
3.2
|
By-laws*
|
|
3.3
|
Certificate
for Renewal and Revival of Charter*
|
|
Exhibit
31.1
|
Certification
of the Principal Executive Officer of Registrant pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended
|
|
Exhibit
31.2
|
Certification
of the Principal Financial Officer of Registrant pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended
|
|
Exhibit
32.1
|
Certification
of the Principal Executive Officer of Registrant pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|
|
Exhibit
32.2
|
Certification
of the Principal Financial Officer of Registrant pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
*Previously
Submitted and incorporated by reference herein.
17
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Act of 1934, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIOLOG,
INC.
|
||
Date: October
28, 2009
|
By:
|
/s/
Amanda Godin
|
|
Name:
Amanda Godin
|
||
Title:
President
|
By:
|
/s/
Garry McHenry
|
|
Name:
Garry McHenry
|
||
Title:
Secretary
|
||
By:
|
/s/
Devon Nish
|
|
Name:
Devon Nish
|
||
Title:
Director
|
18