ITEM 1. - 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.
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 December 31, 2009.
Our current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method.
We currently have no employees. We expect to use consultants, attorneys and accountants as necessary, and do not anticipate a need to engage any full-time employees so long as we are seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.
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.
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.
ITEM 1.A - 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.
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.
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.
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.
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.
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 Biolog, 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.
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.
Regulation of Penny Stocks
The Securities and Exchange Commission (the “Commission”) has adopted a number of rules to regulate “penny stocks.” Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities may constitute “penny stocks” within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded in the National Association of Securities Dealers’ (NASD) OTC Bulletin Board or the “Pink Sheets”, the rules may apply to us and to our securities.
The Commission has adopted Rule 15g-9 that established sales practice requirements low price securities. Unless the transaction is, exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person’s account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the person’s financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (iii) the broker or dealer is required to provide the person with the written statement; and (iv) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person’s financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement.
It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market. Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, we will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
ITEM 2.
ITEM 2. - LEGAL PROCEEDINGS
Not Applicable.
ITEM 3.
ITEM 3. - PROPERTIES
We currently maintain a mailing address at 123 Parker Avenue, Liverpool, NY 13088. Our telephone number there is (315) 412-2345. Other than this mailing address, we do not currently maintain any other office facilities, and do not anticipate the need for maintaining office facilities at any time in the near future. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our President, Ms. Godin. It is likely that we will not establish an office until we have completed a business acquisition transaction, but it is not possible to predict that arrangements will actually be made with respect to future office facilities.
We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
ITEM 4.
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
PART II.
ITEM 5.
ITEM 5. - MARKET FOR REGISTRANT’S RELATED STOCKHOLDER MATTERS AND SMALL BUISNESS ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information. 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. The Company’s common stock is not trading on any public trading market or stock exchange.
(b) Holders. As of December 31, 2009 there were approximately 933 record holders of 32,999,903 shares of the Company’s common stock.
(c) Dividend Policy. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.
(d) Securities Authorized for Issuance Under Equity Compensation Plans. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan.
(e) Recent Sale of Unregistered Securities. During the year ended December 31, 2009, the following shares of common stock were purchased at $0.001 per share:
On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for the extinguishment of due to shareholder of the $1,317 advance.
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.
(f) Transfer Agent.
Fidelity Stock Transfer Company
8915 South 700 East, Suite 102
Sandy, Utah 84070
Phone: 801-562-1300
Fax: 801-233-0589
ITEM 6.
ITEM 6. - SELECTED FINANCIAL DATA
Not required for a smaller reporting company.
ITEM 7.
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 $54,554 for the period from January 1, 2001 to December 31, 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 December 31, 2009, we had $0 cash on hand, and a deficit accumulated during the development stage of $71,041. See “Liquidity and Capital Resources.”
CRITICAL ACCOUNTING POLICIES & ESTIMATES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.
Off- Balance Sheet Arrangements
We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
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 December 31, 2009, we had $0 cash on hand and an accumulated deficit of $71,041. Our primary source of liquidity for the current quarter has been from loans from a Joseph C. Passalaqua, a principal stockholder. As of December 31, 2009 we have convertible notes payable to Joseph C. Passalaqua in the amount $11,422. This note bears a simple interest rate of 8% per annum and is payable upon demand. As of December 31, 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.
This notes includes a simple interest rate of 18% per annum Fidelity Stock Transfer and is payable upon demand.
Net cash used in operating activities was $11,422 during the year ended December 31, 2009.
Net cash provided by investing activities was $0 during the year ended December 31, 2009.
Net cash provided by financing activities was $11,422 during the year ended December 31, 2009.
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 $71,041 for the period from inception through December 31, 2009. The company had net loss of $54,554 for the year ended December 31, 2009 as compared to a net loss of $1,317 for the year ended December 31, 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 $37,724, which results in working capital deficit of $37,724 as of December 31, 2009.
FOR THEYEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31, 2008
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses increased by $52,024, from $1,317 in the year ended December 31, 2008 to $53,341 in the year ended December 31, 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 $9,424, from $1,317 in the year ended December 31, 2008 to $10,741 in the year ended December 31, 2009. Professional fees, made up of accounting, bookkeeping, and legal fees increased by $10,600, from $0 in the year ended December 31, 2008 to $10,600 in the three months ended December 31, 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 year ended December 31, 2008 to $32,000 in the year ended December 31, 2009. These are services provided by the officers, directors, and stock transfer agent on behalf of the Company. The bulk of the increase in expense was due to the Company’s accounting fees and consulting fees in 2009, when comparing the same period in 2008. Our expenses to date are largely due to professional fees that include accounting and legal fees.
Common Stock
We are authorized by our Amended and Restated Articles of Incorporation to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 are shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
As of December 31, 2009, 32,999,903 shares of common stock were issued and outstanding.
As of December 31, 2009, there are 933 shareholders of our common stock.
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. We have not paid any dividends to date, and has no plans to do so in the near future.
The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company’s Amended and Restated Articles of Incorporation and By-Laws, copies of which have been previously filed as exhibits in the Registration Statement Form 10SB filed on June 10, 2009.
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 Annual Filing.
ITEM 7.A - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for a smaller reporting company.
ITEM 8.
ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Financial statements for the years ended December 31, 2009, including the notes thereto, together with the report of independent certified public accountants thereon, are presented below.
BIOLOG INC.
(A Development Stage Company)
DECEMBER 31, 2009
CONTENTS
Page
Report of Independent Registered Public Accountants
Balance Sheets December 31, 2009 and 2008
Statements of Expenses
For the years ended December 31, 2009 and 2008 and
Cumulative since January 18, 1927 (Date of Inception) to December 31, 2009
Statement of Stockholders’ Deficit
Since January 1, 2007 to December 31, 2009
Statements of Cash Flows
For years ended December 31, 2009 and 2008 And
Cumulative since January 18, 1927 (Date of Inception) to December 31, 2009
Notes to Financial Statements
24-30
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Biolog, Inc.
Liverpool, New York
We have audited the accompanying balance sheets of Biolog, Inc. (the “Company”), as of December 31, 2009 and 2008 and the related consolidated statements of expenses, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008 and the results of its operations and its cash flows for years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, The Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas
February 4, 2010
BIOLOG INC.
(A Development Stage Company)
BALANCE SHEETS
BIOLOG, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
BIOLOG, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
For the Period February 18, 1927 (Date of Inception) to December 31, 2008
BIOLOG, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
BIOLOG, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation
This summary of accounting policies for Biolog, Inc. is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
The Company, originally named “National Treasure Mines Company” or “NTM” was originally incorporated on February 18, 1927 under the laws of the State of Utah. Its original purpose was to engage in, carry on, and conduct a general mining business in the State of Utah.
On October 31, 1986 the Company 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.
On December 18, 1986, the Company 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, The Company completed an acquision 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 assets of the Company. Being unable to achieve its intended purpose, the company ceased operations and became dormant in 1995 having no assets or liabilities.
The Company 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, the name of the Company was changed to “Biolog, Inc”. Since 2004, the Company has not commenced any operations.
On January 22, 2009 an Application of Reinstatement was filed with the State of Utah.
On February 17, 2009 the Amendment to the Articles of Incorporation was adopted by the Company that vacated the 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.
The Company has not commenced any operations and has no products or services as of December 31, 2009.
BIOLOG INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Nature of Operations and Going Concern
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Biolog, Inc. (hereto referred to as the “Company”) 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 the Company’s ability to continue as a going concern. The Company has incurred net losses for the periodending December 31, 2009 and since inception, 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.
These financial statements do not reflect adjustments that would be necessary if the Company 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 the Company 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.
Financial Instruments
The Company’s financial assets and liabilities consist of cash and accounts payable. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks
BIOLOG, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the sort-term maturities of these instruments.
Income Taxes
The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Taxes.” ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Share
Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There were no common equivalent shares outstanding during the year ended December 31, 2009.
BIOLOG, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, $.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.
Stock-Based Compensation
Effective June 1, 2006, the company adopted the provisions of ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. Prior to June 1, 2006, the company accounted for awards granted to employees under its equity incentive plans under the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by ASC 718, “Accounting for Stock-Based Compensation” (ASC 718), as amended. No stock options were granted to employees during the year ended December 31, 2009, and accordingly, no compensation expense was recognized under APB No. 25 for year ended December 31, 2009, and 2007. In addition, no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees.
Under the modified prospective method of adoption for ASC 718, the compensation cost recognized by the company beginning on June 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not vested as of June 1, 2006, based on the grant-dated fair value estimated in accordance with the original provisions of ASC 718, and (b) compensation cost for all equity incentive awards granted subsequent to June 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718. The company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award.
BIOLOG, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation (Continued)
To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the dated of implementation, the company followed the alternative transition method discussed in ASC 718. During the year ended December 31, 2009, no stock options were granted to non-employees. Accordingly, no stock-based compensation expense was recognized for new stock option grants in the Statement of Operations and Comprehensive Loss at December 31, 2009.
NOTE 2 - INCOME TAXES
As of December 31, 2009 and 2008, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $(54,554) and $(1,317) that may be offset against future taxable income. The net operating loss will expire between 2021 and 2028. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.
The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.
BIOLOG, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 3 - RELATED PARTY TRANSACTIONS
A major shareholder of Biolog, Joseph Passalaqua, advanced Biolog $1,317. The advance was not accruing any interest and has no set repayment date. As of December 31, 2008 Biolog owed $1,317 related to this advance. On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for the $1,317 advance. During 2009, a $7,546 advance and a $3,876 advance from Jospeh Passalaqua were reclassified as Convertible Notes Payable. As of December 31, 2009 he was owed $11,422 related to these notes.
As of December 31, 2009, Biolog incurred a liability to Lyboldt-Daly in the amount of $1,900. 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 December 31, 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 December 31, 2009, Biolog owes Fidelity Stock Transfer Company $22,180 on the principal of this note, with interest accrued of $1,034.
During 2009, Biolog incurred a liability to Joseph Passalaqua in the amount of $ 11,422. On September 30, 2009 and November 30, 2009, these amounts were reclassified as a Convertible Note Payable. The notes bear interest at 8% per annum. As of December 31, 2009, Biolog currently owes Joseph Passalaqua $11,422 on principal of these notes, with interest accrued of $179.
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 ASC 815-20 and ASC 815-40 for consideration of classification as a liability and derivative and determined both were not applicable. Biolog then evaluated the convertible portion under ASC 470-20-05 and ASC 470-20-30 for consideration of beneficial conversion feature and determined none existed.
BIOLOG, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
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.
As of December 31, 2009 Biolog has 100,000,000 shares of common stock authorized at $0.001 par value per share and 32,999,903 shares of common stock issued and outstanding.
NOTE 6 - SUBSEQUENT EVENTS
Biolog evaluated all events subsequent to December 31, 2009 through February 4, 2010 and concluded that there are no significant or material transactions to be reported for the period from January 1, 2010 to February 4, 2010.
ITEM 9.
ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.
ITEM 9. A - 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.
ITEM 9. B - OTHER INFORMATION
None.
PART III.
ITEM 10.
ITEM 10. - DIRECTORS, EXCUTIVE OFFICERS AND CORPORATE GOVERANCE
Set forth below is the name of our Officers and Directors.
Both officers of the Company, Ms. Amanda Godin as President and Garry McHenry as Secretary will hold their positions at the pleasure of the board of directors.
Ms. Amanda Godin shall serve as our President until the next annual meeting of stockholders or until her prior death, resignation or removal and until any successors are duly elected and have qualified.
Mr. Garry McHenry shall serve as our Secretary until the next annual meeting of stockholders or until her prior death, resignation or removal and until any successors are duly elected and have qualified.
Mr. Devon Nish shall serve as our Director until the next annual meeting of stockholders or until her prior death, resignation or removal and until any successors are duly elected and have qualified.
Directors will be elected for one-year terms at the annual stockholders meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between Ms. Amanda Godin, Mr. Garry McHenry, Devon Nish and any other person pursuant to which they were or are to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current director to our board. There are also no arrangements, agreements or understandings between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.
Ms. Amanda Godin, Mr. Garry McHenry, and Mr. Devon Nish and any other directors and officers hereafter appointed or elected will devote their time to our affairs on an as needed basis, this, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely will encompass less than five (5) hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors is acting on behalf of, or will act
Officers and Directors
Amanda Godin
Amanda Godin, age 24, was a sales consultant for the Coffee Place from January 2004 until September 2004. She managed the Coffee Pavilion from September 2004 to February of 2005. Ms. Godin was employed by NYS Senator John D. Francisco from February 2005 until January 2006. She worked for Kinney Pharmacy from January 2006 until 2007. Ms. Godin has earned a General Education Diploma. She is currently the President of Biolog, Inc.
Garry McHenry
Garry McHenry, age 52, was a Project Manager with Cabot Co. from June 2004 to June 2006, President of Digital Utilities, Inc. from June 2006 though March 26, 2009. He is currently president of Digital Utilities Ventures, Inc. Mr. McHenry is a graduate of Rochester Institute of Technology. He is currently the Secretary of Biolog Inc.
Devon Nish
Devon Nish, age 71 has been the Director of Biolog as of February 17, 2009. He graduated with a Bachelors of Science from Utah State University in Logan, Utah with 40 additional credits in Accounting from the University of Utah. He has been a management auditor with the State of Utah the last 5 years. He is currently the Director of Biolog Inc.
Audit Committee and Financial Expert
We do not have an Audit Committee. Ms. Amanda Godin, the President, performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. We do not currently have a written audit committee charter or similar document.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no business operations, management believes the services of a financial expert are not warranted.
Code of Ethics
A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:
1.
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;
3.
Compliance with applicable governmental laws, rules and regulations;
4.
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
5.
Accountability for adherence to the code.
We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions
Nominating Committee
We do not have a Nominating Committee or Nominating Committee Charter. Ms. Amanda Godin, our President, performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources.
Conflicts of Interest
Ms. Godin, Mr. McHenry, and Mr. Nish will only devote a small portion of their time to affairs of the Company. There will be occasions when the time requirements of our business conflict with the demands of their other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.
The officers, directors and principal shareholders of the Company may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law a fiduciary duty to our other shareholders. In making any such sale, members of our management may consider their own personal pecuniary benefit rather than the best interests of the Company and our other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of our management.
It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of our directors or executive officers, or to any other affiliate of the Company except as described under Executive Compensation below. Although management has no current plans to cause the Company to do so, it is possible that we will enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the common stock held by our current stockholder to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholder, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholder to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to our current stockholder in the context of an acquisition involving the Company would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
We are in the development stage and currently have no full-time employees. Ms. Amanda Godin is our President, Garry McHenry is our Secretary, and Devon Nish is our Director. Ms. Godin, Mr. McHenry, and Mr. Nish have agreed to allocate a limited portion of her time to the activities of the Company without compensation. Potential conflicts may arise with respect to the limited time commitment by Ms. Godin, Mr. McHenry, and Mr. Nish and the potential demands of our activities. See Item 13, “Certain Relationships and Related Transactions, and Director Independence.”
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.
Indemnification of Directors and Officers
Section 16-10a-901 through 909 of the Utah Revised Business Corporation Act authorizes a corporation’s board of directors or a court to award indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred, including counsel fees) arising under the Securities Act of 1933. A director of a corporation may only be indemnified if: (1) the conduct was in good faith; and (2) the director reasonably believed that the conduct was in or not opposed to the corporation’s best interest; and (3) in the case of any criminal proceeding, the director had no reasonable cause to believe the conduct was unlawful. A corporation may not indemnify a person under the Utah Act unless and until the corporation’s board of directors has determined that the applicable standard of conduct set forth above has been met.
The Company’s Amended and Restated Articles of Incorporation do not provide for any additional or different indemnification procedures other than those provided by the Utah Act, nor has the Company entered into any indemnity agreements with its current directors and officers regarding the granting of other or additional or contractual assurances regarding the scope of the indemnification allowed by the Utah Act. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims of indemnification. The Company has not obtained director’s and officer’s liability insurance, although the board of directors of the Company may determine to investigate and, possibly, acquire such insurance in the future.
ITEM 11.
ITEM 11. - EXECUTIVE COMPENSATION
None of our officers or directors has received any cash remuneration. Officers will not receive any remuneration upon completion of an offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.
It is possible that, after we successfully consummate a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
There is no understanding or agreement regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
ITEM 12.
ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The following table sets forth each person known by the Company to be the beneficial owner of five percent or more of the common stock of the Company and the Officers and Director separately and as a group of the Company. Each such person has sole voting and investment power with respect to the shares shown.
*The amount is based on 32,999,903 shares of Common Stock outstanding as of December 31, 2009.
ITEM 13.
ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENCE
A major shareholder of Biolog, Joseph Passalaqua, advanced Biolog $1,317. The advance was not accruing any interest and has no set repayment date. As of December 31, 2008 Biolog owed $1,317 related to this advance. 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. During 2009, a $7,546 advance and a $3,876 advance were reclassified as Convertible Notes Payable. As of December 31, 2009 owed $11,422 related to these notes.
As of December 31, 2009, Biolog incurred a liability to Lyboldt-Daly in the amount of $1,900. 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 December 31, 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.
Independent Directors
Our Board of Directors is currently comprised of three directors, namely Ms. Amanda Godin, Mr. Garry McHenry, and Mr. Devon Nish, all of whom are not independent directors; as such term is defined under the rules of the Nasdaq Stock Market.
ITEM 14.
ITEM 14. - PRINCIPAL ACCOUNTING FEES
Aggregate fees billed by the Company’s principal accountants, MaloneBailey, LLP, for audit services related to the most recent two fiscal years, and for other professional services billed in the most recent two fiscal years, were as follows:
(1) Comprised of the audit of the Company’s annual financial statements and reviews of the Company’s quarterly financial statements, as well as consents related to and reviews of other documents filed with the Securities and Exchange Commission.
(2) Comprised of preparation of all federal and state corporate income tax returns for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company’s independent accountants must now be approved in advance by the Audit Committee to assure that such services do not impair the accountants’ independence from the Company. The Company does not have an Audit Committee, therefore, the Board of Directors reviews and approves audit and permissible non-audit services performed by MaloneBailey, LLP, as well as the fees charged by MaloneBailey, LLP for such services.
We do not currently have a standing audit committee. The services described above were approved by our Board of Directors.
PART IV.
ITEM 15.
ITEM 15. - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
*Previously submitted and incorporated by reference herein.
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.