Registration of Securities (General Form) — Form 10 Filing Table of Contents
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10-12G — Registration of Securities (General Form)
(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
Securities
to be registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.001
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 o
Accelerated
filer o
Non-accelerated
filer o
Smaller reporting company
x
(Do
not check if a smaller reporting company)
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
CAUTION
REGARDING FORWARD-LOOKING INFORMATION
All
statements contained in this Form 10, other than statements of historical facts,
which address future activities, events or developments, are forward-looking
statements, including, but not limited to, statements containing the words
"believe,""anticipate,""expect" and words of similar import. These
statements are based on certain assumptions and analyses made by us in light of
our experience and our assessment of historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate
under the circumstances. However, whether actual results will conform to
the expectations and predictions of management is subject to a number of risks
and uncertainties that may cause actual results to differ
materially.
Consequently, all of the forward-looking
statements made in this Form 10 are qualified by these cautionary statements and
there can be no assurance that the actual results anticipated by management will
be realized or, even if substantially realized, that they will have the expected
consequences to or effects on our business operations.
As used
in this Form 10, unless the context requires otherwise, "we" or "us" or “us"
means Biolog, Inc.
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 June29, 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 December15, 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, 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.
We are voluntarily filing this Registration
Statement on Form 10 to register the Company’s common stock under Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act").
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.
Private
companies wishing to become publicly traded may wish to merge with a shell
company like us through a reverse merger or reverse acquisition transaction
whereby the shareholders of the private company become the majority of the
shareholders of the combined company. The private company may purchase for
cash all or a portion of the common shares of the shell corporation from its
major stockholders. Typically, the board and officers of the private
company become the new board and officers of the combined company and often the
name of the private company becomes the name of the combined
entity.
We have very limited capital, and it is
unlikely that we will be able to take advantage of more than one such business
opportunity. We intend to seek opportunities demonstrating the potential
of long-term growth. Now, we have not yet identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
No direct discussions are expected to occur
until after the effective date of this registration statement. No assurance can
be given that we will be successful in finding or acquiring a desirable business
opportunity, given the limited funds that are
expected to be available for acquisitions
Furthermore, no assurance can be given that any acquisition, which does occur,
will be on terms that are favorable to us or our current
stockholders.
Our
search will be directed toward small and medium-sized enterprises, which have a
desire to become public corporations. In addition, these enterprises may
wish to satisfy, either currently or in the reasonably near future, the minimum
tangible asset requirement in order to qualify shares for trading on NASDAQ or
on an exchange such as the NYSE Alternext U.S. (See the subsection of this Item
1 called “Investigation and
Selection of Business Opportunities").
We
anticipate that the business opportunities presented to us will either (i) be in
the process of formation, or be recently organized with limited operating
history or a history of losses attributable to under-capitalization or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a
new market, or have plans for rapid
expansion through acquisition of competing businesses; or (iv) has other
similar characteristics.
We intend
to concentrate our acquisition efforts on properties or businesses that we
believe to be undervalued or that we believe may realize a substantial benefit
from being publicly owned. Given the above factors, investors should
expect that any acquisition candidate might have little or no operating history,
or a history of losses or low profitability.
We do not propose to
restrict our search for investment opportunities to any
particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of
our limited resources. Our discretion in the selection of business
opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions and other factors.
As a
consequence of the registration of our securities, any entity which has an
interest in being acquired by, or merging into the Company, is expected to be an
entity that desires to become a public company and establish a public trading
market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would either be issued by the Company or be purchased from the
current principal stockholders of the Company by the acquiring entity or its
affiliates. If stock is purchased from the current principal stockholders,
the transaction is likely to result in substantial gains to the current
principal stockholders relative to their purchase price for such stock. In
the Company's judgment, none of the officers and directors would thereby become
an underwriter within the meaning of the Section 2(11) of the Securities Act of
1933, as amended, as long as the transaction is a private transaction rather
than a public distribution of securities. The sale of a controlling interest by
certain principal stockholders of the Company would occur at a time when
minority stockholders are unable to sell their shares because of the lack of a
public market for such shares.
Depending upon the nature of the transaction,
our current officers and directors may resign their management and board
positions in connection with a change of control or acquisition of a business
opportunity (see the subsection of this Item 1 called "Form of Acquisition"
and Item 1A "Risk
Factors"). In the event of such a resignation, our current
management would thereafter have no control over the conduct of the Company's
business.
It is anticipated that business opportunities
will come to our attention from various sources, including our officers and
directors, our other stockholders, professional advisors
such as attorneys and accountants, securities broker-dealers,
venture capitalists, members of the financial community and others who may
present unsolicited proposals. We have no plans, understandings, agreements, or
commitments with any individual for such person to act as a finder of
opportunities for us.
INVESTIGATION
AND SELECTION OF BUSINESS OPPORTUNITIES
To a large extent, a decision to participate
in a specific business opportunity may be made upon management’s analysis of the
quality of the other company’s management and personnel, the anticipated
acceptability of new products or marketing concepts,
the merit of technological changes, the perceived
benefit the business opportunity will derive from becoming a publicly held
entity, and numerous other factors which are difficult, if not impossible, to
analyze through the application of any objective criteria. In many instances, it
is anticipated that the historical
operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of a variety
of factors, including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product emphasis, change or
substantially augment management, raise capital and the like.
It is anticipated that we will not be able to
diversify, but will essentially be limited to the acquisition of one business
opportunity because of our limited financing. This lack of diversification
will not permit us to offset potential losses from one business opportunity
against profits from another, and should be considered an adverse factor
affecting any decision to purchase our securities.
Certain types of business acquisition
transactions may be completed without any requirement that we
first submit the transaction to the stockholders for their approval. In
the event the proposed transaction is structured in such a fashion that
stockholder approval is not required, holders of our securities (other than
principal stockholders holding a controlling interest) should not anticipate
that they would be provided with financial statements or any other documentation
prior to the completion of the transaction. Other types of transactions
may require prior approval of the stockholders.
In the event a proposed business combination
or business acquisition transaction requires stockholder approval, we will be
required to prepare a Proxy or Information Statement describing the proposed
transaction, file it with the Securities and Exchange Commission for review and
approval, and mail a copy of it to all our stockholders prior to holding a
stockholder meeting for purposes of voting on the proposal or if no stockholders
meeting will be held, prior to consummating
the proposed transaction. Minority shareholders may have
the right, in the event the transaction is approved by the required number of
stockholders, to exercise statutory dissenter’s rights and elect to be paid the
fair value of their shares.
The analysis of business opportunities will be
undertaken by or under the supervision of our officers
and directors, none of whom are
professional business analysts (See the
section of this Item 2 called "Management"). Although
there are no current plans to do so, our management might hire an outside
consultant to assist in the investigation and selection of business
opportunities, and might pay a finder's fee. Since our management has no current
plans to use any outside consultants or advisors to assist in the investigation
and selection of business opportunities, no policies have been adopted regarding
use of such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
the total amount of fees that may be paid. However, due to our limited
resources, it is likely that any such fee we agree to pay would be paid in stock
and not in cash.
Otherwise, in analyzing
potential business opportunities, our management
anticipates that it will consider, among other things, the following
factors:
·
Potential
for growth and profitability indicated by new technology, anticipated
market expansion, or new products;
·
Our
perception of how any particular business opportunity will be received by
the investment community and by our
stockholders;
·
Whether,
following the business combination, the financial condition of the
business opportunity would be, or would have a significant prospect in the
near future of becoming, sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading
of such securities to be exempt from the requirements of Rule 15g-9
adopted by the Securities and Exchange Commission (See the subsection of
this Item 1A called "Risk
Factors - Regulation of Penny
Stocks");
·
Capital requirements and
anticipated availability of required funds, to be provided by the Company
or from operations, through the sale of additional securities, through
joint ventures or similar arrangements, or from other
sources;
·
The
extent to which the business opportunity can be
advanced;
·
Competitive
position as compared to other companies of similar size and experience
within the industry segment as well as within the industry as a
whole;
·
Strength
and diversity of existing management or management prospects that are
scheduled for recruitment;
·
The
cost of participation by the Company as compared to the perceived tangible
and intangible values and potential;
and
·
The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required
items.
We are unable to predict when
we may participate in a business opportunity. We expect, however, that the
analysis of specific proposals and the selection of a business opportunity may
take several months or more.
Prior to making a decision to participate in a
business opportunity, we will generally request that we be provided with written
materials regarding the business opportunity containing as much relevant
information as possible, including, but not limited
to, such items as a description of products,
services and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or service marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during the relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are
not available, un-audited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced within a reasonable period not to exceed 60 days following completion
of a merger or acquisition transaction; and the like.
As part
of our investigation, our executive officers and directors may meet personally
with management and key personnel, may visit moreover, inspect material
facilities; obtain independent analysis or verification of certain information
provided, check references of management and key personnel, in addition, take
other reasonable investigative measures, to the extent of our limited financial
resources and management expertise.
It is possible that the range of business
opportunities that might be available for consideration by the Company could be
limited by the impact of Securities and Exchange Commission regulations
regarding purchase and sale of penny stocks. The regulations would affect, and
possibly impair, any market that might develop in our securities until such time
as they qualify for listing on NASDAQ or on an
exchange which would make them exempt from
applicability of the penny stock regulations. (see the subsection of this Item
1A called "Risk Factors -
Regulation of Penny Stocks").
We
believe that various types of potential merger or acquisition candidates might
find a business combination with us to be attractive. These include
acquisition candidates desiring to create a public market for their shares in
order to enhance liquidity for current stockholders, acquisition candidates,
which have long-term plans for raising capital through public sale of securities
and believe that the possible prior existence of a public market
for their securities would be beneficial,
and acquisition candidates which plan to
acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates, who have a need for an immediate cash
infusion, are not likely to find a potential business combination with us to be
an attractive alternative.
FORM
OF ACQUISITION
It is impossible to predict the manner in
which we may participate in a business opportunity. Specific business
opportunities will be reviewed as well as the respective needs and desires of
the Company and the promoters of the opportunity and, upon the basis of our
review and the relative negotiating strength and such promoters, the legal
structure or method deemed by management to be suitable will be selected.
Such structure may include, but is not limited to, leases, purchase and sale
agreements, licenses, joint ventures and other contractual arrangements.
We may act directly or indirectly through an interest in a partnership,
corporation or other form of organization. Implementing such structure may
require the merger, consolidation or reorganization of the Company with other
corporations or forms of business organization. In addition, the present
management and stockholders of the Company most likely will not have control of
a majority of the voting stock of the Company following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
stockholders.
It is likely that we will acquire our
participation in a business opportunity through the issuance of common stock or
other securities of the Company. Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a
so-called B tax free reorganization under the Internal Revenue Code of 1986 as
amended, depends upon the issuance to the stockholders of the acquired company
of a controlling interest (i.e., 80% or more) of the common stock of the
combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other tax-free provisions provided under the Internal Revenue Code, our current
stockholders would retain taken together 20% or less of the total issued and
outstanding shares. This could result in substantial additional dilution
in the equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
stockholders.
It is anticipated that any new securities
issued in any reorganization would be issued in reliance upon one or more
exemptions from registration under applicable federal and state securities laws
to the extent that such exemptions are available. In some circumstances,
however, as a negotiated element of the transaction, we may agree to register
such securities either at the time the transaction is consummated or under
certain conditions at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in our securities may have a depressive effect upon
such market.
We will participate in a business opportunity
only after the negotiation and execution of a written agreement. Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by
all of the parties thereto, specify certain events of default, detail the terms
of closing and the conditions which must be satisfied by each of the parties
thereto prior to such closing, outline the manner of bearing costs if the
transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.
As a general matter, we anticipate that we,
and/or our principal stockholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the
terms of the proposed acquisition but will not bind any of the parties to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither we nor
any of the other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement is executed. Even
after a definitive agreement is executed, it is possible that the acquisition
would not be consummated should any party elect to exercise any right provided
in the agreement to terminate it on specific grounds.
It is anticipated that the investigation of
specific business opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants,
attorneys and others. If a decision is made not to participate in a
specific business opportunity, the costs incurred in the related investigation
would not be recoverable. Moreover, because many providers of goods and
services require compensation at the time or soon after the goods and services
are provided, our inability to pay until an indeterminate future time may make
it impossible to produce goods and services.
COMPETITION
We expect to encounter substantial competition
in our efforts to locate attractive business combination opportunities.
The competition may in part come from business development companies, venture
capital partnerships and corporations, small investment companies, brokerage
firms, and the like. Some of these types of organizations are likely to be in a
better position than us to obtain access to attractive business acquisition
candidates either because they have greater experience, resources and managerial
capabilities than us, because they are able to offer immediate access to limited
amounts of cash, or for a variety of other reasons. We also will
experience competition from other public companies with similar business
purposes, some of which may also have funds available for use by an acquisition
candidate.
EMPLOYEES
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.
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.
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 only three directors and two officers.
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.
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.
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.
Item
2. Financial Information
GENERAL
We were
originally named “National Treasure Mines Company” or “NTM” and were originally
incorporated on February 18, 1927 under the laws of the State of Utah. We
have been renamed “ Biolog, Inc.” in 2004 and since that time, have not had any
operations.
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.
PLAN
OF OPERATION
GENERAL
Our current purpose is to seek,
investigate and, if such investigation warrants, merge or acquire an interest in
business opportunities presented to us by persons or companies who or which
desire to seek the perceived advantages of a Securities Exchange Act of 1934
registered corporation. As of the date hereof, we have no particular
acquisitions in mind and have not entered into any negotiations regarding such
an acquisition, and neither our officer and director nor any promoter has
engaged in any negotiations with any representatives of the owners of any
business or company regarding the possibility of a merger or acquisition between
us and such other company.
Pending
negotiation and consummation of a combination, we anticipate that we will have,
aside from carrying on our search for a combination partner, no business
activities, and, thus, will have no source of revenue. Should we incur any
significant liabilities prior to a combination with a private
company, we may not be able to satisfy
such liabilities as are incurred.
If our
management pursues one or more combination opportunities beyond the preliminary
negotiations stage and those negotiations are subsequently terminated, it is
foreseeable that such efforts will exhaust our ability to continue to seek such
combination opportunities before any successful combination can be consummated.
In that event, our common stock will become worthless and holders of our
common stock will receive a nominal distribution, if any, upon our liquidation
and dissolution.
MANAGEMENT
We are in
the development stage and currently have no full-time employees. Ms.
Amanda Godin is our President and director, Garry McHenry is our Secretary and
director, and Devon Nish is our Director. Ms. Godin, Mr. McHenry, and Mr.
Nish have agreed to allocate a limited portion of their 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 and 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.
SEARCH
FOR BUSINESS OPPORTUNITIES
Our
search will be directed toward small and medium-sized enterprises, which have a
desire to become reporting corporations and which are able to provide audited
financial statements. We do not propose to restrict our search for
investment opportunities to any particular geographical area or industry, and
may, therefore, engage in essentially any business, to the extent of our limited
resources. Our discretion in the selection of business opportunities
is unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors. No assurance can be given that we will be
successful in finding or acquiring a desirable business opportunity, and no
assurance can be given that any acquisition, which does occur, will be on terms
that are favorable to us or our current stockholders.
We may
merge with a company that has retained one or more consultants or outside
advisors. In that situation, we expect that the business opportunity will
compensate the consultant or outside advisor. As of the date of this filing,
there have been no discussions, agreements or understandings with any party
regarding the possibility of a merger or acquisition between the Company and
such other company. Consequently, we are unable to predict how the amount of
such compensation would be calculated at this time. It is anticipated that any
finder that the target company retains would be a registered
broker-dealer.
We will
not restrict our search to any specific kind of firm, but may acquire a venture,
which is in its preliminary or development stage, one which is already in
operation or in a more mature stage of its corporate existence. The acquired
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. We do not intend to obtain funds to finance the operation of any
acquired business opportunity until such time as we have successfully
consummated the merger or acquisition transaction. There are no loan
arrangements or arrangements for any financing whatsoever relating to any
business opportunities.
EVALUATION
OF BUSINESS OPPORTUNITIES
The
analysis of business opportunities will be under the supervision of our
President, Secretary, and directors, who are not professional business
analysts. In analyzing prospective business opportunities, management will
consider such matters as available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable, but
which then may be anticipated to impact the proposed activities of the Company;
the potential for growth or expansion; the potential for profit; the perceived
public recognition or alternatively, acceptance of products, services, or
trades; name identification; and other relevant factors. In many
instances, it is anticipated that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for the
future because of a variety of factors, including, but not limited to, the
possible need to expand substantially, shift marketing approaches, change
product emphasis, change or substantially augment management, raise capital and
the like. Management intends to meet personally with management and key
personnel of the target business entity as part of its investigation. To
the extent possible, we intend to utilize written reports and personal
investigation to evaluate the above factors. Prior to making a decision to
participate in a business opportunity, we will generally request that we be
provided with written materials regarding the business opportunity containing as
much relevant information as possible, including, but not limited to, such items
as a description of products, services and company history; management resumes;
financial information; available projections, with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks, alternatively, service marks, or
rights thereto; present and proposed forms of compensation to management; a
description of transactions between such company and its affiliates during the
relevant periods; a description of present and required facilities; an analysis
of risks and competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if they are not available
at that time, un-audited financial statements, together with reasonable
assurance that audited financial statements would be able to be produced within
a required period of time; and the like.
In the
event we successfully complete the acquisition of or merger with an operating
business entity, that business entity must provide audited financial statements
for at least two most recent fiscal years or, in the event the business entity
has been in business for less than two years, audited financial statements
will be required from the period of inception. Acquisition candidates that
do not have or are unable to obtain the required audited statements may not be
considered appropriate for acquisition. We will not acquire or merge
with any entity which cannot provide audited financial statements at or within a
required period after closing of the proposed transaction. The audited
financial statements of the acquired company must be furnished within 15
days following the effective date of a business combination.
When a
non-reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, and acquisition of assets or otherwise,
the successor company is required to provide in a Current Report on Form 8-K the
same kind of information that would appear in a Registration Statement or an
Annual Report on Form 10-K, including audited and pro forma financial
statements. The Commission treats these Form 8-K filings in the same
way it treats the Registration Statements on Form 10 filings. The Commission
subjects them to its standards of review selection, and the Commission may issue
substantive comments on the sufficiency of the disclosures represented. If
we enter into a business combination with a non-reporting company, such
non-reporting company will not receive reporting status until the Commission has
determined that it will not review the 8-K filing or all of the comments have
been cleared by the Commission.
We
believe that various types of potential merger or acquisition candidates might
find a business combination with the Company to be attractive. These include
acquisition candidates desiring to create a public market for their shares in
order to enhance liquidity for current stockholders, acquisition candidates,
which have long-term plans for raising capital through public sale of securities
and believe that the possible prior existence of a public market for their
securities would be beneficial, and acquisition candidates which plan to acquire
additional assets through issuance of securities rather than for cash, and
believe that the possibility of development of a public market for their
securities will be of assistance in that process. Acquisition
candidates, who have a need for an immediate cash infusion, are not likely to
find a potential business combination with us to be an attractive alternative.
Nevertheless, we have not conducted market research and are not aware of
statistical data that would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity. We are unable
to predict when we may participate in a business opportunity. We expect,
however, that the analysis of specific proposals and the selection of a business
opportunity may take several months or more. There can also be no
assurances that we are able to successfully pursue a business
opportunity. In that event, there is a substantial risk to us that
failure to complete a business combination will significantly restrict our
business operation and force management to cease operations and liquidate the
Company.
ACQUISITION
OF A BUSINESS OPPORTUNITY
In
implementing a structure for a particular business acquisition, we may become a
party to a merger, consolidation, and reorganization, joint venture or licensing
agreement with another entity. We may also acquire stock or assets of an
existing business. In connection with a merger or acquisition, it is
highly likely that an amount of stock constituting control of the Company would
either be issued by us or be purchased from our current principal stockholder by
the acquiring entity or its affiliates, and accordingly, the shareholders of the
target company, typically, become the majority of the shareholders of the
combined company, the board of directors and officers of the target company
become the new board and officers of the combined company and often the name of
the target company becomes the name of the combined company.
There are
currently no arrangements that would result in a change of control of the
Company. It is anticipated that any securities issued as a result of
consummation of a business combination will be issued in reliance upon one or
more exemptions from registration under applicable federal and state securities
laws to the extent that such exemptions are available. In some
circumstances, however, as a negotiated element of the transaction, we may agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter. If such registration
occurs, of which there can be no assurance; it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination and we are no longer
considered a dormant shell company. Until this occurs, we will not attempt
to register any additional securities.
The
issuance of substantial additional securities and their potential sale into any
trading market may have a depressive effect on the market value of our
securities in the future if such a market develops, of which there is no
assurance. There have been no plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities.
While the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a "tax-free” reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.
In order
to obtain tax-free treatment, it may be necessary for the owners of the
surviving entity to own 80% or more of the voting stock of the surviving entity.
In this event, our current shareholder would retain less than 20% of the
issued and outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such shareholder. However, treatment
as a tax-free reorganization will not be a condition of any future business
combination and if it is not the case, we will not obtain an opinion of counsel
that the reorganization will be tax-free. With respect to any merger or
acquisition, negotiations with target company management are expected to focus
on the percentage of the Company which the target company shareholders would
acquire in exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and liabilities,
our only shareholder will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target company with substantial assets.
Any
merger or acquisition effected by us can be expected to have a significant
dilutive effect on the percentage of shares held by our shareholder at such
time. We will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, outline the
manner of bearing costs, including costs associated with our attorneys and
accountants, and will include miscellaneous other terms. It is anticipated
that we will not be able to diversify, but will essentially be limited to the
acquisition of one business opportunity because of our limited financing.
This lack of diversification will not permit us to offset potential
losses from one business opportunity against profits from another, and should be
considered an adverse factor affecting any decision to purchase our securities.
There are no present plans, proposals, arrangements or understandings to
offer the shares of the post-merger companies to third parties if any mergers
occur, and there is no marketing plan to distribute the shares of the
post-merger companies to third parties. Mr.
Joseph C. Passalaqua has not had any preliminary contact, agreements or
understandings with anyone to help sell these shares.
We intend
to seek to carry out our business plan as discussed herein. In order to do so,
we need to pay ongoing expenses, including particularly legal and accounting
fees incurred in conjunction with preparation and filing of this registration
statement, and in conjunction with future compliance with our on-going reporting
obligations.
We
do not intend to make any loans to any prospective merger or acquisition
candidates or unaffiliated third parties.
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.
Item
3.
Properties
We
currently maintain a mailing address at 123 Parker Avenue, Liverpool, NY13088. Our telephone number there is (315) 703-9017. 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.
Security Ownership of Certain Beneficial 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
sole director and officer 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 June 2,2009.
Item
5.
Directors and Executive Officers
Set forth
below is the name of our sole director and officer.
Name
Age
Position(s) Held
Amanda
Godin
24
President
and a director
Garry
McHenry
51
Secretary
and a director
Devon
Nish
71
Director
Both
officers of the Company, Ms. Amanda Godin as President and Mr. 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 and Mr. 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 at the direction of, any other person.
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 51, 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 Goodin, 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 auditors 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. Because we only
have two officers and three directors, many of the roles
typically assumed by a principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing such functions
are assumed by our small management team.
Nominating
Committee
We
do not have a Nominating Committee or Nominating Committee Charter. Ms.
Amanda Goodin, 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 principal
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 principal 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 principal stockholder
to an acquisition candidate would be at a price substantially higher than that
originally paid by such stockholder. Any payment to our current principal
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.
Item
6.
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
7.
Certain Relationships and Related Transactions, and Director
Independence
A major
shareholder of the Company, Joseph Passalaqua, has advanced the Company
$1,317. The advance not accruing any interest and has no set
repayment date. As of December 31, 2008the Company 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 debt of the $1,317
advance. As of March 31, 2009, the Company owed $0 related to this
advance.
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
8.
Legal Proceedings
We are
not a party to any pending legal proceedings, and no such proceedings are known
to be contemplated.
Item
9.
Market
Price of and Dividends on the Registrant’s Common Equity and Related
Stockholders Matters
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.
Holders
As of
June 9, 2009, there are 932 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.
Item
10.
Recent
Sales of Unregistered Securities
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 Passsalaqua, a major shareholder, was issued 20,000,000
shares of Common Stock.
Item
11.
Description
of Registrant’s Securities to be
Registered
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
June 9, 2009, 32,999,903 shares of common stock were issued and
outstanding.
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.
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 filed as exhibits to this Form 10.
Item
12.
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
13.
Financial
Statements and Supplementary Data
Our
consolidated financial statements for the years ended December 31, 2007 and
December 31, 2008, including the notes thereto, together with the report of
independent certified public accountants thereon, are presented beginning at
page F-1.
Item
14.
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.
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.
Net
Cash Provided by (used in) Financing Activities
-
-
1,317
Net
change in Cash
-
-
-
Cash
at Beginning of Period
-
-
-
Cash
at End of Period
$
-
$
-
$
-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest
Paid
$
-
$
-
$
-
Income
Taxes Paid
$
-
$
-
$
-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
Common
shares issued for extinguishment of due to shareholder
$
1,317
$
-
$
1,317
See the
accompanying notes to the financial statements
F-4
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
NOTE 1 -
Basis of Presentation
The accompanying unaudited interim
financial statements of Biolog 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 in the same Form 10
here. 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.
NOTE
2 - Going Concern
These financial statements have been
prepared on a going concern basis, which implies Biolog will continue to realize its asset and
discharge its liabilities in the normal course of business. Biolog has never generated revenue since
inception and is unlikely to generate earnings in the immediate or foreseeable
future. The continuation of Biolog as a going concern is dependent upon
the continued financial support from its shareholders, the ability of
Biolog to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
As of March 31,
2009, Biolog has accumulated losses since
inception. These factors raise substantial doubt regarding Biolog’s ability to continue as a going concern.
These financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities
that might be necessary should Biolog be unable to continue as a going
concern.
F-5
NOTE 3 – RELATED PARTY
TRANSACTIONS
An
Officer of the Company, Joseph Passalaqua, has advanced the Company
$1,317. The advance not accruing any interest and has no set
repayment date. As of December 31, 2008the Company 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 debt of the $1,317
advance. As of March 31, 2009, the Company owed $0 related to this
advance.
NOTE 4 – COMMON STOCK
TRANSACTIONS
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.
As of
March 31, 2009the Company has 100,000,000 shares of common stock authorized at
$0.001 par value per share and 100,000,000 shares of common stock issued and
outstanding.
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 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. 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 5– SUBSEQUENT
EVENTS
Subsequent
to the quartered ended March 31, 2009, Biolog issued 32,000,000 common shares to
its officers for the services provided to the company.
F-6
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, 2008 and 2007 and the related consolidated statements of
operations, 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, 2008
and 2007 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.
Adjustments
to reconcile net loss to net cash (used in) provided by
operating activities:
Increase
(Decrease) in Accounts Payable
-
15,170
15,170
Net
Cash (Used in) Operating Activities
(1,317
)
-
(1,317
)
FINANCING
ACTIVITIES
Proceeds
from shareholders’ advance
1,317
-
1,317
Net
Cash Provided by (used in) Financing Activities
1,317
-
1,317
Net
change in Cash
-
-
Cash
at Beginning of Period
-
-
Cash
at End of Period
$
-
$
-
-
Supplemental
disclosures:
Interest
Paid
$
-
$
-
$
-
Income
Taxes Paid
$
-
$
-
$
-
Common
shares issued for extinguishment of due to shareholder
$
-
$
-
$
-
See the
accompanying summary of accounting policies and notes to the financial
statements
F-6
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
NOTE 1 –
ORGANIZATION, NATURE OF OPERATION AND GOING CONCERN
Organization
and Basis of Presentation
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
June 29, 1994, The Company completed an acquistion 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.
The
Company has not commenced any operations and has no products or services as of
December 31, 2008.
F-7
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
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 cumulative net
losses of approximately $(16,487) as of December 31, 2008, 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.
F-8
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
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 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 SFAS No.109,
“Accounting for Income Taxes.” SFAS No.109 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 years ended December 31, 2008 and 2007.
F-9
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
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 April 20, 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. 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
The
company accounts for stock based compensation in accordance with the provisions
of SFAS No. 123 (R), which 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.
F-10
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
Recent Accounting
Standards
The
Company does not believe the recent accounts standards would have any material
impact to its financial statements.
NOTE 3 -
INCOME TAXES
The
Company uses the asset and liability method, where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. Historically, the Company had net
operating loss carryforward. However, a change of control occurred in May 2009
that caused IRC Sec 382 limitation on untililation of the NOLs. In management,
estimate, almost none of the NOLs will be able to be used. As a
result, there were no tax provisions and deferred tax assets recorded as of
December 31, 2008 and 2007 and for the years then ended.
NOTE 4 –
COMMITMENTS
As of
March 31, 2009 and December 31, 2008 and 2007, all activities of the Company
have been conducted by corporate officers from either their homes or business
offices. Currently, there are no outstanding debts owed by the
company for the use of these facilities and there are no commitments for future
use of the facilities.
F-11
BIOLOG,
INC.
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
NOTE – 5 – ACCONTS
PAYABLE
In 2007
the Company incurred a liability to Fidelity Stock Transfer in the amount of
$15,170, which is still due.
NOTE 6 – RELATED PARTY
TRANSACTIONS
An
Officer of the Company, Joseph Passalaqua, has advanced the Company
$1,317. The advance not accruing any interest and has no set
repayment date. As of December 31, 2008the Company owed $1,317
related to this advance.
NOTE 7 – COMMON STOCK
TRANSACTIONS
As of
December 31, 2008 and 2007the Company 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 the extinguishment of due to shareholder of the
$1,317 advance.
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 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. 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.
On May29, 2009the Company issued 32,000,000 shares of common stock at $0.001 par
value for services rendered to Officers, Directors and Consultants of the
Company.
