ITEM 1. - BUSINESS
DESCRIPTION OF BUSINESS
We were originally named “National Treasure Mines Company” or “NTM” were originally incorporated on February 18, 1927 under the laws of the State of Utah. Our original purpose was to engage in, carry on, and conduct a general mining business in the State of Utah.
On October 31, 1986, we approved the merger and reorganization between “National Treasure Mines Company” and “Roskamp Manley Associates Inc.” or “RMA”, a California corporation. RMA remained a wholly-owned subsidiary of NTM until RMA did not renew their business charter in California and ceased to exist.
On December 18, 1986, we filed Amended Articles of Incorporation and changed the name of the Company to “N.T.M. Inc.” under the laws of the State of Utah.
On June 29, 1994, we completed an acquisition of Larson # 11-28 and Zadow # 23-34, two wells in Radcliff and Mission Canyon in the State of Montana. These wells were considered to be non-performing and were disposed, they do not remain our assets. Being unable to achieve our intended purpose, we ceased operations and became dormant in 1995, having no assets or liabilities.
We remained in this condition until in November 4, 2004, an Application for Reinstatement was completed and filed with the State of Utah. On December 15, 2004 an Amended and Restated Articles of Incorporation was filed under the laws of the State of Utah, whereby our name was changed to “Biolog, Inc”. Since 2004, we have not commenced any operations.
On January 22, 2009 an Application of Reinstatement was filed with the State of Utah.
On February 17, 2009, we adopted an Amendment to the Articles of Incorporation that vacated all the previous Articles of Incorporation in their entirety. The Amendment to the Articles of Incorporation was filed on April 20, 2009 with the State of Utah and effective retroactively.
On February 17, 2009, our stockholders approved an amendment to our articles of incorporation to effect a 1 for 100 reverse stock split (the “Reverse Split”) of our common stock, $.001 par value per share. The effective date of the reverse split was April 20, 2009. Upon effectiveness of the Reverse Split, each stockholder received one share of common stock for every 100 shares of common stock owned and outstanding as of the record date. The Reverse Split does not affect the number of shares of common stock authorized for issuance.
On September 1, 2010, the Company acquired payphone equipment from Amanda Godin, the previous President of Biolog Inc., in exchange for 3,000,000 shares of common stock and has commenced business operations by providing the use of outdoor payphones, and providing telecommunication services.
SERVICES AND PRODUCTS
We own, operate and manage privately owned public payphones in the County of Delaware, State of New York. As of December 31, 2010, we own, operate, and manage 25 payphones. The Company does not have any long-term agreements with the customers of these payphones and they may terminate their contract at will. We may pay site owners a commission based on a flat monthly rate or on a percentage of sales. Some of the businesses include, but are not limited to, retail stores, convenience stores, bars, restaurants, gas stations, colleges and hospitals. In the alternative, our agreement with business owners may be to provide the telecommunications services without the payment of any commissions.
The local telephone switch controls the traditional payphone technology. The local switch does not provide any services in the payphone that can benefit the owner of the phone. When we purchase phones from other companies, they come with "smart card" payphone technology. These phones have a circuit board with improved technology. The “smart card” technology allows us to determine the operational status of the payphone. It also tells us when the coins in the phone have to be collected, the number and types of calls that have been made from each phone, as well as other helpful information that helps us provide better service to our payphone using public. This upgrade of the phones reduces the number and frequency of service visits due to outages and other payphone-related problems and, in turn, reduces the maintenance costs. Other companies manufacture the components of the payphones for the industry, including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays.
Payphone users can circumvent the usual payment method and avoid inserting a coin by using an access code or 800 number provided by a long distance carrier. These “dial-around” numbers, while convenient for users, leave payphone service providers uncompensated for the call made. The Federal Communications Commission, or the FCC, as instructed by Congress in the Telecommunications Act of 1996, created regulations to ensure that payphone service providers receive compensation for these “dial-around” calls.
The FCC requires the sellers of long distance toll free services to pay the payphone owner $0.494 cents per call. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).
Our installed payphone base generates revenue from two principal sources: coin-calls and non-coin calls.
Coin calls:
Coin calls represent calls paid for by customers who deposit coins into the payphones. Coin call revenue is recorded as the actual amount of coins collected from the payphones.
Non-Coin calls:
Non-coin revenue includes commissions from operator service telecommunications companies and a “dial-around” commission of $0.494 per call that the FCC requires sellers of long distance toll free services to pay payphone owners. The commissions for operator services are paid 45 days in arrears. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).
Seasonality
Our revenues from payphone operation are affected by seasonal variations, geographic distribution of payphones and type of location. Because we operate in the northeastern part of the country with many of the payphones located outdoor, weather patterns affect our revenue streams. Revenues drop off significantly during winter and conversely show an increase in the spring and summer. Revenues are generally lowest in the first quarter and highest in the third quarter.
Significant Customers
We do not rely on a major customer for our revenue. We have a variety of small single businesses as well as some small chain stores that we service. We do not believe that we would suffer dramatically if any one customer or small chain decided to stop using our phones.
Significant Vendors
We must buy dial tone for each payphone from the local exchange carrier. As long as we pay the carrier bill, it is required to provide a dial tone. As a regulated utility, the exchange carrier may not refuse to provide us service. Alternate service exists in certain areas where Verizon competitors are located. We use alternate local service providers when we can get a better price for the service. We use long distance providers on all the payphones.
Intellectual Property
The phones that we purchase from other companies contain "smart card" payphone technology that was developed by Quortec, the founder and manufacturer of the “smart cards. The “smart card” includes a circuit board with improved technology that allows us to determine on a preset time basis the operational status of the payphone. The technology informs us when the coins in the phone have to be collected, the number and types of calls that have been made from each phone, as well as other helpful information that helps us provide better service to our payphone using public. This upgrade of the phones reduces the number and frequency of service visits due to outages and other payphone-related problems and, in turn, reduces the maintenance costs. Other companies manufacture the components of the payphones for the industry including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays.
We do not own any patents or trademarks. Companies in the telecommunications industry and other industries in which we compete own large numbers of patents, copyrights and trademarks and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property claims against us grows. We might not be able to withstand any third-party claims or rights against their use.
Government Regulation:
We are subject to varying degrees of regulation by federal, state, local and foreign regulators. The implementation, modification, interpretation and enforcement of these laws and regulations vary and can limit our ability to provide many of our services. Our ability to compete in our target markets depends, in part, upon favorable regulatory conditions and the favorable interpretations of existing laws and regulations.
FCC Regulation and Interstate Rates:
Our services are subject to the jurisdiction of the Federal Communications Commission (FCC) with respect to interstate telecommunications services and other matters for which the FCC has jurisdiction under the Communications Act of 1934, as amended.
Payphone users can circumvent the usual payment method and avoid inserting a coin by using an access code or 800 number provided by a long distance carrier. These “dial-around” numbers, while convenient for users, leave payphone service providers uncompensated for the call made. The Federal Communications Commission, as instructed by Congress in the Telecommunications Act of 1996, created regulations to ensure that payphone service providers receive compensation for these “dial-around” calls.
The FCC requires the sellers of long distance toll free services to pay the payphone owner $0.494 cents per call. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC). If the FCC regulation requiring sellers of long distance toll free services to pay payphone owners $0.494 per call is reduced or repealed, it could have a negative effect upon our revenue stream. We have no control over what rules and regulations the state and federal regulatory agencies require us to follow now or in the future. It is possible for future regulations to be so financially demanding that they cause us to go out of business. We are not aware of any proposed regulations or changes to any existing regulations.
Telecommunications Act of 1996
The Telecommunications Act of 1996, regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory constraints. We are unable to predict definitively the impact that the ongoing changes in the telecommunications industry will ultimately have on our business, results of operations or financial condition. The financial impact will depend on several factors, including the timing, extent and success of competition in our markets, the timing and outcome of various regulatory proceedings and any appeals, and the timing, extent and success of our pursuit of new opportunities resulting from the Telecommunications Act of 1996 and technological advances.
Research and Development
We have not expended any money in the last two fiscal years on research and development activities.
Employees
The company does not have any employees. Joseph Passalaqua is our President and Chief Executive Officer and Garry McHenry is our Secretary and Chief Financial Officer, neither of whom have employment agreements.
BUISNESS PLAN
Our current principal business activity is to seek a suitable candidate to consummate an acquisition, merger or other suitable business combination method. More specifically, we are seeking the consummation of a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly owned entity. As a “reporting company,” we may be more attractive to a private target because our common stock is eligible to be quoted on the OTC Bulletin Board. However, there is no assurance that we will be quoted on the OTC Bulletin Board.
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.
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.
On June 10, 2009, we filed a Registration Statement on Form 10SB, or the “Registration Statement”, with the Securities and Exchange Commission, or the SEC, to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective in 60 days by operation of law on August 10, 2009, or the Effective Date. Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.
Any person or entity may read and copy our reports with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov where reports, proxies and informational statements on public companies may be viewed by the public.
ITEM 1.A - RISK FACTORS
Our business and plan of operation is subject to numerous risk factors, including, but not limited to, the following:
Our limited operating history makes its potential difficult to assess.
We have limited assets and financial resources. We will, in all likelihood, continue to sustain operating expenses without corresponding revenue, at least until the consummation of a business combination. This will most likely result in the Company incurring a net operating loss, which will increase continuously until we can consummate a business combination with a target company. There is no assurance that we can identify such a target company and consummate such a business combination.
We have no agreement for a business combination and no minimum requirements for a business combination.
We have no current arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. No particular industry or specific business within an industry has been selected for a target company. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is no assurance that we will be able to negotiate a business combination on terms favorable to us.
There is no assurance of success or profitability of the Company.
There is no assurance that we will acquire a favorable business opportunity. Even if we should become involved in a business opportunity, there is no assurance that we will generate revenue or profits, or that the market price of our outstanding shares will be increased thereby. The type of business to be acquired may be one that desires to avoid effecting its own public offering and the accompanying expense, delays, uncertainties and federal and state requirements which purport to protect investors. Because of our limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.
We may not be able to diversify its business.
Because we have limited financial resources, it is unlikely that we will be able to diversify our acquisitions or operations. Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.
We have limited officers and directors.
Because management consists of only three persons, while seeking a business combination, Joseph Passalaqua, 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. Mr. Passalaqua, Mr. McHenry, and Mr. Nish anticipate devoting only a limited amount of time per month to the business of the Company. Mr. Passalaqua, 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 Mr. Passalaqua, Mr. McHenry, or Mr. Nish. The loss of the services of Mr. Passalaqua, Mr. McHenry, and Mr. Nish would adversely affect development of our business and our likelihood of continuing operations.
We depend on management and management's participation is limited.
We will be entirely dependent upon the experience of our officers and directors in seeking, investigating, and acquiring a business and in making decisions regarding our operations. It is possible that, from time to time, the inability of such persons to devote their full time attention to the Company will cause the Company to lose an opportunity.
Conflicts of interest exist between the Company and its management.
Certain conflicts of interest exist between the Company and its officers and directors. They have other business interests to which they currently devote attention, and are expected to continue to do so. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner that is consistent with their fiduciary duties to the Company.
It is anticipated that our principal stockholders may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, our principal stockholders may consider their own personal pecuniary benefit rather than the best interest of other Company shareholders. Depending upon the nature of a proposed transaction, Company stockholders other than the principal stockholders may not be afforded the opportunity to approve or consent to a particular transaction.
We may need additional financing.
We have very limited funds, and such funds, may not be adequate to take advantage of any available business opportunities. Even if our currently available funds prove to be sufficient to pay for our operations until we are able to acquire an interest in, or complete a transaction with, a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity. Thus, the ultimate success of the Company will depend, in part, upon our availability to raise additional capital. In the event that we require modest amounts of additional capital to fund our operations until we are able to complete a business acquisition or transaction, such funds, are expected to be provided by the principal shareholders. However, we have not investigated the availability, source, or terms that might govern the acquisition of the additional capital, which is expected to be required in order to exploit a business opportunity, and will not do so until we have determined the level of need for such additional financing. There is no assurance that additional capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company. If not available, our operations will be limited to those that can be financed with our modest capital.
We may need to depend upon outside advisors.
To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by our officers, without any input by shareholders. Furthermore, it is anticipated that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to the Company. In the event the officers and directors of the Company consider it necessary to hire outside advisors, they may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.
We may have significant competition for business opportunities and combinations and may be at a competitive disadvantage in completing a business combination.
We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms are active in mergers and acquisitions of companies. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with other public shell companies, some of which may also have funds available for use by an acquisition candidate.
The reporting requirements imposed upon us may delay or preclude our ability to enter into a business combination.
Pursuant to the requirements of Section 13 of the Exchange Act, we are required to provide certain information about significant acquisitions including audited financial statements of the acquired company. Because we are a shell company, these audited financial statements must be furnished within four business days following the effective date of a business combination. Obtaining audited financial statements are the economic responsibility of the target company. The additional time and costs that may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Notwithstanding a target company’s agreement to obtain audited financial statements within the required time frame, such audited financials may not be available to us at the time of effecting a business combination. In cases where audited financials are unavailable, we will have to rely upon un-audited information that has not been verified by outside auditors in making our decision to engage in a transaction with the business entity. This risk increases the prospect that a business combination with such a business entity might prove to be an unfavorable one for us.
We lack market research and a marketing organization.
We have neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. In the event demand exists for a transaction of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.
We do not have any long term contracts with our customers and the contracts that are in place may be terminated at will.
We do not have any long-term agreements with the customers of our payphones and they may terminate our contract to operate at will. Therefore, there is no continuity to our business. Although we are trying to expand our customer base, our efforts are still in the preliminary stages. If we lose our current customers and do not have any potential new customers at the time of such termination, our results of operations and financial condition will be adversely affected.
Our business is seasonal.
Our revenues from payphone operation are affected by seasonal variations, geographic distribution of payphones and type of location. Because we operate in the northeastern part of the country with many of the payphones located outdoor, weather patterns affect our revenue streams. Revenues drop off significantly during winter and conversely show an increase in the spring and summer. Revenues are generally lowest in the first quarter and highest in the third quarter. If we do not adequately budget our resources to get us through the low revenue periods, we may not have the resources to operate our business during such periods.
We do not own any intellectual property.
We do not own any patents or trademarks. Companies in the telecommunications industry and other industries in which we compete own large numbers of patents, copyrights and trademarks. Such companies are know to frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property claims against us grows. We might not be able to withstand any third-party claims or rights against their use.
Government regulations may change or be added that may adversely affect our ability to conduct, or how we conduct, our business.
We are subject to varying degrees of regulation by federal, state, local and foreign regulators. The implementation, modification, interpretation and enforcement of these laws and regulations vary and can limit our ability to provide many of our services. Our ability to compete in our target markets depends, in part, upon favorable regulatory conditions and the favorable interpretations of existing laws and regulations.
In addition, while the FCC currently requires the sellers of long distance toll free services to pay us $0.494 cents per call, such regulations may be reduced in scope or effect or repealed, which would have a negative effect upon our revenue stream. We have no control over what rules and regulations the state and federal regulatory agencies require us to follow now or in the future. It is possible for future regulations to be so financially demanding that they cause us to go out of business.
Further, the Telecommunications Act of 1996, regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory constraints. We are unable to predict definitively the impact that the ongoing changes in the telecommunications industry will ultimately have on our business, results of operations or financial condition. The financial impact will depend on several factors, including the timing, extent and success of competition in our markets, the timing and outcome of various regulatory proceedings and any appeals, and the timing, extent and success of our pursuit of new opportunities resulting from the Telecommunications Act of 1996 and technological advances.
It is probable that there will be a change in control of the Company and/or management.
In conjunction with completion of a business acquisition, it is anticipated that we will issue an amount of our authorized, but un-issued common stock that represents the greater majority of the voting power and equity of the Company, which will, in all likelihood, result in stockholders of a target company obtaining a controlling interest in the Company. As a condition of the business combination agreement, the current stockholder(s) of the Company may agree to sell or transfer all or a portion of our common stock he/they own(s) so to provide the target company with all or majority control. The resulting change in control of the Company will likely result in removal of the present officers and directors of the Company and a corresponding reduction in or elimination of his/their participation in the future affairs of the Company.
Stockholders will likely suffer a dilution of the value of their shares upon a business combination.
A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in such business combination, the per-share value of our common stock may increase or decrease, perhaps significantly.
No public market exists and no public market may develop for the Company’s common stock.
There is currently no public market for our common stock, and no assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors” section may have a significant impact upon the market price of the securities offered hereby. Owing to the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the sales proceeds.
Registration of shares of the Company's common stock may be required for resale.
It is the Commission's position that securities issued by a "shell" company such as Biolog, Inc., cannot be sold under the exemption from registration provided by Rule 144 promulgated under the Securities Act of 1933 (the "Act"), but must be registered under the Securities Act of 1933. Accordingly, the securities sold to our affiliates may have to be registered under the Act prior to resale. Any other securities issued to individuals in the capacity of management, affiliates, control persons and promoters may also have to be registered prior to resale and shall be issued with appropriate restricted legend to reflect the registration requirements.
There may be restrictions imposed by states on the sale of common stock by investors.
Because the securities registered hereunder have not been registered for resale under the Blue Sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware, that there may be significant state Blue Sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors should consider the secondary market for our securities to be a limited one.
We may be subject to additional risks because of doing business in a foreign country.
We may effectuate a business combination with a merger target whose business operations or even headquarters, place of formation or primary place of business are located outside the United States of America. In such event, we may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a merger target, ongoing business risks result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries.
The consummation of a business combination may subject us and our stockholders to federal and state taxes.
Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that we may undertake. Currently, such transactions may be structured to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.
Regulation of Penny Stocks
The Securities and Exchange Commission (the “Commission") has adopted a number of rules to regulate “penny stocks." Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities may constitute “penny stocks" within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded in the National Association of Securities Dealers’ (NASD) OTC Bulletin Board or the "Pink Sheets", the rules may apply to us and to our securities.
The Commission has adopted Rule 15g-9 that established sales practice requirements low price securities. Unless the transaction is, exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person’s account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the person's financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (iii) the broker or dealer is required to provide the person with the written statement; and (iv) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person’s financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement.
It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market. Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, we will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
ITEM 2.
ITEM 2. - LEGAL PROCEEDINGS
Not Applicable.
ITEM 3.
ITEM 3. - PROPERTIES
We currently maintain a mailing address at 123 Parker Avenue, Liverpool, NY 13088. Our telephone number there is (315) 412-2345. Other than this mailing address, we do not currently maintain any other office facilities, and do not anticipate the need for maintaining office facilities at any time in the near future. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our President, Mr. Passalaqua. It is likely that we will not establish an office until we have completed a business acquisition transaction, but it is not possible to predict that arrangements will actually be made with respect to future office facilities.
We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
ITEM 4.
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
PART II.
ITEM 5.
ITEM 5. - MARKET FOR REGISTRANT’S RELATED STOCKHOLDER MATTERS AND SMALL BUISNESS ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Market Information. There is no trading market for our common stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. The Company's common stock is not trading on any public trading market or stock exchange.
(b)
Holders. As of December 31, 2010 there were approximately 933 record holders of 40,436,710 shares of the Company's common stock.
(c)
Dividend Policy. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.
(d)
Securities Authorized for Issuance Under Equity Compensation Plans. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan.
(e)
Recent Sale of Unregistered Securities.
During the previous year ended December 31, 2009, the following shares of common stock were purchased at $0.001 per share:
On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for the extinguishment of due to shareholder of the $1,317 advance.
On May 29, 2009, 32,000,000 shares of Common Stock were issued in exchange for consulting services. Joseph Passalaqua, President, was issued 3,000,000 shares of Common Stock. Garry McHenry, Secretary, was issued 3,000,000 shares of Common Stock. Devon Nish, Director, was issued 3,000,000 shares of Common Stock. Kevin Kopaunik, Fidelity Stock Transfer Company, was issued 3,000,000 shares of Common Stock. Joseph Passalaqua, a major shareholder, was issued 20,000,000 shares of Common Stock.
During the current year ended December 31, 2010, the following shares of common stock were purchased at $0.001 per share:
On September 1, 2010 Amanda Godin, the previous President of Biolog Inc., was issued 3,000,000 shares of Common Stock in exchange for the contribution of payphone equipment to the Company.
On November 2, 2010, Biolog had a resolution and amended the Articles of Incorporation to include a 10/1 forward stock split, with all fractional shares being dropped. The record date of the reverse split was November 2, 2010, with the effect being retroactive back to inception.
On November 2, 2010 319,562,320 shares of common stock were surrendered to Biolog by the following shareholders:
- 54,000,000 shares of common stock were surrendered to the Company by Amanda Godin
- 27,000,000 shares of common stock were surrendered to the Company by Garry McHenry
- 27,000,000 shares of common stock were surrendered to the Company by Kevin Kopaunik
- 27,000,000 shares of common stock were surrendered to the Company by Devon Nish
- 184,562,320 shares of common stock were surrendered to the Company by Joseph Passalaqua
On November 2, 2010, Biolog had a resolution and amended the Articles of Incorporation to include a 10/1 forward stock split, with all fractional shares being dropped. The record date of the reverse split was November 2, 2010, with the effect being retroactive back to inception.
As of December 31, 2010 Biolog has 100,000,000 shares of common stock authorized at $0.001 par value per share and 40,436,710 shares of common stock issued and outstanding.
(f) Transfer Agent.
Fidelity Stock Transfer Company
8915 South 700 East, Suite 102
Sandy, Utah 84070
Phone: 801-562-1300
Fax: 801-233-0589
ITEM 6.
ITEM 6. - SELECTED FINANCIAL DATA
Not required for a smaller reporting company.
ITEM 7.
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GOING CONCERN QUALIFICATION
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses of approximately $96,751 as of December 31, 2010, has no revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. At December 31, 2009, we had $0 cash on hand, and a deficit accumulated during the development stage of $71,041. At December 31, 2010, we had $343 cash on hand, and a deficit accumulated during the development stage of $96,751. See “Liquidity and Capital Resources.”
CRITICAL ACCOUNTING POLICIES & ESTIMATES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition Policies
The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. As of the year ended December 31, 2010, there was no deferred revenue. The Company derives its primary revenue from the sources described below, which includes dial-around revenues, operator service revenue, coin collections, telephone equipment repairs, and sales. Other revenue generated by the company includes sales commissions.
The Dial Around revenue is recognized when the billing and collection agent of the Company, APCC, calculates and compensates the Company for the use of the payphone on a quarterly basis by billing the actual party’s long distance carrier that received the calls. The date of the Dial Around revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.
The Operator Service revenue is recognized when the collection agents of the Company, Legacy Long Distance and US Intercom calculates and compensates the Company for the use of operator services on a monthly basis. The date of the Operator Service revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.
Coin revenues are recorded in an equal amount to the coins collected.
Revenues on commissions, telephone equipment and sales are realized when the services are provided and payment for such services is deemed certain.
Off- Balance Sheet Arrangements
We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
COSTS RELATED TO OUR OPERATION
The principal costs related to the ongoing operation of our payphones include telecommunication costs, commissions and depreciation. Telecommunication expenses consist of payments made by us to local exchange carriers and long distance carriers for access to and use of their telecommunications networks and service and maintenance costs. Commission expense represents payments to owners or operators of the premises at which a payphone is located.
LIQUIDITY AND CAPITAL RESOURCES
It is the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be present. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, we have not identified any alternative sources. Consequently, there is substantial doubt about our ability to continue as a going concern.
We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to us to allow us to cover the expenses related to such activities.
Our need for capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.
Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we might seek to compensate providers of services by issuances of stock in lieu of cash.
At December 31, 2010, we had $28 cash on hand and an accumulated deficit of $96,751. Our primary source of liquidity for the current quarter has been from loans from a Joseph C. Passalaqua, the Presdient and principal stockholder. As of December 31, 2010 we have convertible notes payable to Joseph C. Passalaqua in the amount $20,488. This note bears a simple interest rate of 8% per annum and is payable upon demand.
Net cash used in operating activities was $9,038 during the year ended December 31, 2010.
Net cash provided by investing activities was $0 during the year ended December 31, 2010.
Net cash provided by financing activities was $9,066 during the year ended December 31, 2010.
To date, we have had minimal revenues; and we require additional financing in order to finance our business activities on an ongoing basis. Our future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have committed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given.
NET LOSS FROM OPERATIONS
The Company had a net loss of $(96,751) for the period from inception through December 31, 2010. The company had net loss of $(25,710) for the year ended December 31, 2010 as compared to a net loss of $(54,554) for the year ended December 31, 2009.
CASH FLOW
Our primary source of liquidity has been cash from shareholder loans.
WORKING CAPTIAL
The Company had total current assets of $5,010 and total current liabilities of $63,444 resulting in a working capital deficit of $(58,434) as of December 31, 2010. We had total current assets of $0 and total current liabilities of $37,724, which results in working capital deficit of $(37,724) as of December 31, 2009.
FOR THEYEAR ENDED DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31, 2009
REVENUES
Our total revenue increased by $2,173, from $0 for the year months ended December 31, 2009 to $2,173 for the year ended December 31, 2010. There was no revenue in 2009.
Our coin call revenue was $830 for the year ended December 31,2010 and $0 for the year ended December 31, 2009.
Our non-coin call revenue, or commission income, which is comprised primarily of “dial around” revenue, star 88 commission revenue and operator service revenue was $0 for the years ended December 31, 2010 and December 31, 2009. The FCC requires the sellers of long distance toll free services to pay the payphone owner $0.494 cents per “dial-around” call. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).
Our local service revenue which is comprised primarily of service for payphone customers was $1,343 for the year ended December 31, 2010 and $0 for the year ended December 31, 2009. This is the revenue from monthly invoices billed to payphone customers in which the Company owns the payphone and provides service to operate the payphone on the premises. As of December 31, 2010 six customers made up the local service revenue:
Addison Place Apartments, Addison, New York
Delaware County Building & Maint. Department, Delaware, New York
Delhi Central School District, Delhi, New York
Morningstar Foods, Delhi, New York
SUNY Delhi, Delhi, New York
Town of Meredith, Meredale, New York
COST OF SALES
Our overall cost of services increased by $2,703, from $0 in the year ended December 31, 2009, to $2,703 in the year ended December 31, 2010. The principal costs related to the ongoing operation of our payphones will include telecommunication costs, commission expense and depreciation.
Telecommunication costs consist of payments made by us to local exchange carriers and long distance carriers for access to and use of their telecommunications networks and service and maintenance costs.
Commission expense represents payments to owners or operators of the premises at which a payphone is located and APCC commission fees related to “dial-around” processing.
Depreciation expense is the quarterly depreciation of the payphone equipment, which is valued at $5,000. The company uses the straight line method, with a useful life of 5 years with $0 salvage value. The payphone equipment was acquired by the company on September 1, 2010.
Telecommunication costs were $2,370 in the year ended December 31, 2010 and $0 in the year ended December 31, 2009. Commissions were $0 in the years ended December 31, 2010 and December 31, 2009. Depreciation expense was $333 in the year ended December 31, 2010 and $0 in the year ended December 31, 2009.
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses decreased by $29,028, from $53,341 in the year ended December 31, 2009 to $23,783 in the year ended December 31, 2010. Operating expenses primarily consist of general and administrative expenses (G&A) and professional fees. G&A expenses, made up primarily of office expenses and outside services consisting of stock transfer fees and filing fees, decreased by $3,358, from $10,741 in the year ended December 31, 2009 to $7,383 in the year ended December 31, 2010. Professional fees, made up of accounting, bookkeeping, and legal fees increased by $5,800, from $10,600 in the year ended December 31, 2009 to $16,400 in the year ended December 31, 2010. These are fees we pay to accountants and attorneys throughout the year for performing various tasks. Consulting fees decreased by $32,000, from $32,000 in the year ended December 31, 2009 to $0 in the year ended December 31, 2009. These are services provided by the officers, directors, and stock transfer agent on behalf of the Company. The bulk of the decrease in expense was due to the Company’s accounting fees and consulting fees in 2010, when comparing the same period in 2009. Our expenses to date are largely due to professional fees that include accounting and legal fees.
Common Stock
We are authorized by our Amended and Restated Articles of Incorporation to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $0.001 per share (the "Common Stock") and 10,000,000 are shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
As of December 31, 2010, 40,436,710 shares of common stock were issued and outstanding.
As of December 31, 2010, there are 933 shareholders of our common stock.
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. We have not paid any dividends to date, and has no plans to do so in the near future.
The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Amended and Restated Articles of Incorporation and By-Laws, copies of which have been previously filed as exhibits in the Registration Statement Form 10SB filed on June 10, 2009.
Preferred Stock
Our board of directors is authorized to issue 10,000,000 shares of Preferred Stock, with a par value of $0.001. There are an aggregate of 0 shares of Preferred Stock issued and outstanding as of the date of this Annual Filing.
ITEM 7.A - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for a smaller reporting company.
ITEM 8.
ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Financial statements for the years ended December 31, 2010 and December 31, 2009, including the notes thereto, together with the report of independent certified public accountants thereon, are presented below.
BIOLOG INC.
(A Development Stage Company)
DECEMBER 31, 2010
CONTENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets December 31, 2010 and 2009
Statements of Operations
For the years ended December 31, 2010 and 2009 and Cumulative since January 18, 1927 (Date of Inception) to December 31, 2010 (unaudited)
Statement of Stockholders' Deficit
Since January 18, 1927 (Date of Inception) to December 31, 2010
Statements of Cash Flows
For years ended December 31, 2010 and 2009 And
Cumulative since January 18, 1927 (Date of Inception) to December 31, 2010 (unaudited)
Notes to Financial Statements
30-37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Biolog, Inc.
(A development stage company)
Liverpool, New York
We have audited the accompanying balance sheets of Biolog, Inc. (a development stage company) (“Biolog” or the “Company”) as of December 31, 2010 and 2009 and the related statements of expenses, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of Biolog’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall 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 Biolog, Inc. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Biolog Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, Biolog has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas
April 7, 2010
BIOLOG, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation
This summary of accounting policies for Biolog, Inc. (“Biolog” or the “Company”) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
The Company, originally named “National Treasure Mines Company” or “NTM” was originally incorporated on February 18, 1927 under the laws of the state of Utah. Its original purpose was to engage in, carry on, and conduct a general mining business in the state of Utah.
On October 31, 1986 the Company approved the merger and reorganization between “National Treasure Mines Company” and “Roskamp Manley Associates Inc.” or “RMA”, a California corporation. RMA remained a wholly-owned subsidiary of NTM until RMA did not renew their business charter in California and ceased to exist.
On December 18, 1986, the Company filed Amended Articles of Incorporation and changed the name of the Company to “N.T.M. Inc.” under the laws of the state of Utah.
On June 29, 1994, The Company completed an acquision of Larson # 11-28 and Zadow # 23-34, two wells in Radcliff and Mission Canyon in the state of Montana. These wells were considered to be non-performing and were disposed. 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 November 4, 2004 when 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”.
On January 22, 2009 an Application of Reinstatement was filed with the state of Utah.
On February 17, 2009 the Amendment to the Articles of Incorporation was adopted by the Company that vacated the all the previous Articles of Incorporation in their entirety. The Amendment to the Articles of Incorporation was filed on April 20, 2009 with the state of Utah and effective retroactively.
For the years from 2004 - 2009, the Company had not commenced any operations. In 2010, the Company being operations in the business of providing the use of outdoor payphones, and providing telecommunication services.
Nature of Operations and Going Concern
The Company is primarily in the business of providing the use of outdoor payphones, and providing telecommunication services.
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Biolog, Inc. will continue in operation for at least one year from December 31, 2010 and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses for the period ended December 31, 2010 and since inception, has limited 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.
Reverse Stock split
On February 17, 2009, our stockholders approved an amendment to our articles of incorporation to effect a 1 for 100 reverse stock split (the “Reverse Split”) of our common stock, $.001 par value per share. The effective date of the reverse split was May 28, 2009 and has been retroactively reflected in the accompanying financial statements. Upon effectiveness of the Reverse Split, each stockholder received one share of common stock for every 100 shares of common stock owned and outstanding as of the record date. Any fractional share as a result of the Reverse Split has been dropped. The Reverse Split does not affect the number of shares of common stock authorized for issuance. All share and per share information has been retroactively adjusted to reflect the reverse stock split.
Forward Stock split
On November 2, 2010, our stockholders approved an amendment to our articles of incorporation to effect a 10 for 1 forward stock split (the “Forward Split”) of our common stock, $.001 par value per share. The effective date of the reverse split was November 2, 2010 and has been retroactively reflected in the accompanying financial statements. Upon effectiveness of the Forward Split, each stockholder received ten shares of common stock for every one shares of common stock owned and outstanding as of the record date. Any fractional share as a result of the Forward Split has been dropped. The Forward 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 forward stock split.
Stock-Based Compensation
Effective June 1, 2006, the company adopted the provisions of ASC 718 “Accounting for Stock-Based Compensation” (ASC 718), as amended, requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. Prior to June 1, 2006, the company accounted for awards granted to employees under its equity incentive plans under the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by ASC 718, “Accounting for Stock-Based Compensation” (ASC 718), as amended. No stock options were granted to employees during the years ended December 31, 2009 and December 31, 2010, and accordingly, no compensation expense was recognized under APB No. 25 for year ended December 31, 2010. In addition, no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees.
Under the modified prospective method of adoption for ASC 718, the compensation cost recognized by the company beginning on June 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not vested as of June 1, 2006, based on the grant-dated fair value estimated in accordance with the original provisions of ASC 718, and (b) compensation cost for all equity incentive awards granted subsequent to June 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718. The company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award.
To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the dated of implementation, the company followed the alternative transition method discussed in ASC 718. During the the year ended December 31, 2010, no stock options were granted to non-employees. Accordingly, no stock-based compensation expense was recognized for new stock option grants in the Statement of Operations and Comprehensive Loss for the years ended December 31, 2009 and December 31, 2010.
Revenue Recognition
The Company derives its revenue from the sources described below, which includes dial-around revenues, coin collections, and local payphone customer revenue for telephone service.
Coin revenues are recorded in an equal amount to the coins collected. Local service revenue is realized on the date the payphone customer is invoiced for telecommunication services, these are monthly charges for payphone service for local customers. Dial Around revenues are earned when a customer uses the Company’s payphone to gain access to a different long distance carrier than is already programmed into the phone. The Dial Around revenue is recognized when the billing and collection agent of the Company, APCC, calculates and compensates the Company for the use of the payphone on a quarterly basis by billing the actual party’s long distance carrier that received the calls. The date of the Dial Around revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.
The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. The Company recognizes revenue when the earnings process is complete. That is, when the arrangements of the goods are documented, the pricing becomes final and collectability is reasonably assured. An allowance for bad debt is provided based on estimated losses. For revenue received in advance for goods, the Company records a current liability classified as either deferred revenue or customer deposits. As of December 31, 2009 and December 31, 2010, there was no deferred revenue.
Allowance for Doubtful Accounts
The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of December 31, 2009 and December 31, 2010, the Company has determined an allowance for doubtful accounts is not necessary.
Accounts Receivable
Accounts Receivable consists of local service revenue. The Accounts Receivable was $0 as of December 31, 2009 and $315 as of December 31, 2010.
Fixed Assets
Fixed assets are stated at cost. On September 1, 2010, Amanda Godin, the previous President of Biolog contributed payphone equipment valued at $5,000 in exchange for common stock. Depreciation expense for the year ended December 31, 2010 was $333. Depreciation and amortization are computed using the straight-line method of the estimated economic useful lives of the related assets as follows:
Asset
Rate
Payphone Equipment $ 5,000.00
5 years
Accumulation Deprecation $ (333.00)
Net Value of Equipment $ 4,667.00
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 short-term maturities of these instruments.
Income Taxes
The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Taxes.” ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
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, 2009 and December 31, 2010.
Recent Accounting Standards
There are no recent accounting pronouncements that would have a material impact on the Company’s financial statements.
NOTE 2 - INCOME TAXES
As of December 31, 2010, and 2009 the Company had a net operating loss carry forward for income tax reporting purposes of approximately $(25,710) and $(54,554) that may be offset against future taxable income. The net operating loss will expire between 2021 and 2028. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.
Net Operating Losses
$ 10,656
$ 28,092
Valuation Allowance
(10,656)
(28,092)
$
$
The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.
NOTE 3 - RELATED PARTY TRANSACTIONS
A major shareholder of Biolog, Joseph Passalaqua, advanced Biolog $1,317. The advance has no interest rate and has no set repayment date. As of December 31, 2008 Biolog owed $1,317 related to this advance. On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for the forgiveness of the $1,317 advance. In 2009 and 2010, Joseph Passalaqua advanced the Company $20,488 and these advances were reclassified as Convertible Notes Payable bearing 8% simple interest annually.
For the previous year ending, December 31, 2009, the Company owed $11,422 in principal and $179 in interest related to these notes. As of December 31, 2010 the Company owes $20,488 in principal and $1,575 in interest related to these notes.
For the previous year ending, December 31, 2009 Biolog incurred a liability to Lyboldt-Daly in the amount of $1,900. As of December 31, 2010, Biolog incurred a liability to Lyboldt-Daly in the amount of $5,800. Lyboldt-Daly completed the bookkeeping and internal accounting for Biolog, Inc. Joseph Passalaqua is President of Lyboldt-Daly and a majority shareholder in Biolog, Inc.
As of December 31, 2010, all activities of Biolog have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Biolog for the use of these facilities and there are no commitments for future use of the facilities.
NOTE 4 - CONVERTIBLE NOTES PAYABLE
In previous years prior and including 2008, Biolog incurred a liability to Fidelity Stock Transfer in the amount of $15,170. In 2009, this amount was reclassified as a Convertible Note Payable. The note was bearing interest at 18% per annum in the form of monthly fees billed by Fidelity Stock Transfer Company. In 2009, the fees for additional services from Fidelity totaling $7,630 were added to the principal balance of the convertible note. On January 1, 2010, Biolog cancelled the principal of the Convertible note, $22,800 and the accrued interest on the Convertible note, $1,034 and $23,834 was reclassified as an account payable. As of December 31, 2010, $29,125 is currently owed to Fidelity Stock Transfer Company as a current liability in accounts payable.
During 2010 and 2009, Biolog incurred liabilities to Joseph Passalaqua in the amount of $ 20,488. As of December 31, 2010, these amounts were reclassified as a Convertible Notes Payable. The notes bear simple interest at 8% per annum. As of December 31, 2010, Biolog currently owes Joseph Passalaqua $20,488 on principal of these notes, with interest accrued of $1,575.
The above notes are convertible into common stock of Biolog at a rate of $0.001. Biolog evaluated the convertible portion of the above debt at issuances under ASC 815-20 and ASC 815-40 for consideration of classification as a liability and derivative and determined both were not applicable. Biolog then evaluated the convertible portion under ASC 470-20-05 and ASC 470-20-30 for consideration of beneficial conversion feature and determined none existed.
NOTE 5 - COMMON STOCK TRANSACTIONS
On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for forgiveness of a $1,317 advance.
On February 17, 2009, Biolog had a resolution and amended the Articles of Incorporation to include a 100:1 reverse stock split, with all fractional shares being dropped. The record date of the reverse split was May 28, 2009, with the effect being retroactive back to inception.
On May 29, 2009 Biolog issued 32,000,000 shares of common stock valued at $32,000 for services rendered to Officer, Directors, and Consultants of Biolog.
On September 1, 2010 Biolog issued 3,000,000 shares of common stock valued at $5,000 for equipment contributed by the Company’s President, Amanda Godin.
On November 2, 2010 319,562,320 shares of common stock were surrendered to Biolog by the following shareholders:
- 54,000,000 shares of common stock were surrendered to the Company by Amanda Godin
- 27,000,000 shares of common stock were surrendered to the Company by Garry McHenry
- 27,000,000 shares of common stock were surrendered to the Company by Kevin Kopaunik
- 27,000,000 shares of common stock were surrendered to the Company by Devon Nish
- 184,562,320 shares of common stock were surrendered to the Company by Joseph Passalaqua
On November 2, 2010, Biolog had a resolution and amended the Articles of Incorporation to include a 10/1 forward stock split, with all fractional shares being dropped. The record date of the reverse split was November 2, 2010, with the effect being retroactive back to inception.
As of December 31, 2010 Biolog has 100,000,000 shares of common stock authorized at $0.001 par value per share and 40,436,710 shares of common stock issued and outstanding.
NOTE 6 - PREFERRED STOCK TRANSACTIONS
On February 17, 2009 Biolog amended the Articles of Incorporation and authorized 10,000,000 shares of Preferred Stock.
As of December 31, 2010 Biolog had 10,000,000 shares of preferred stock authorized at $0.001 and 0 shares of preferred stock issued and outstanding.
ITEM 9.
ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the Registrant and its accountants on any matter of accounting principles, practices or financial statement disclosure.
ITEM 9. A - CONTROLS AND PROCEDURES
The Company's Chief Executive Officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
For purposes of this Item 9A, the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above.
Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by this report and have concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last quarter (our fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, our internal control over financial reporting does not provide assurance that a misstatement of our financial statements would be prevented or detected.
Subsequent to filing on April 7, 2011 our Annual Report on Form 10-K for the year ended December 31, 2010 with the Commission, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has concluded that the Company’s internal controls over financial reporting are not sufficient because as noted in the Annual Report, we have limited resources available. As we obtain additional funding and employ additional personnel, we will implement programs recommended by the Treadway Commission to ensure the proper segregation of duties and reporting channels.
Our independent public accountant, MaloneBailey, LLP, has not conducted an audit of our controls and procedures regarding internal control over financial reporting. Consequently, MaloneBailey, LLP expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to internal control over financial reporting.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
ITEM 9. B - OTHER INFORMATION
None.
PART III.
ITEM 10.
ITEM 10. - DIRECTORS, EXCUTIVE OFFICERS AND CORPORATE GOVERANCE
Set forth below is the name of our Officers and Directors.
Name
Age
Position Held
Joseph Passalaqua
President
Garry McHenry
Secretary
Devon Nish
Director
Both officers of the Company, Mr. Joseph Passalaqua as President and Garry McHenry as Secretary will hold their positions at the pleasure of the board of directors.
Mr. Joseph Passalaqua 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 Mr. Joseph Passalaqua, Mr. Garry McHenry, Devon Nish and any other person pursuant to which they were or are to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current director to our board. There are also no arrangements, agreements or understandings between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.
Mr. Joseph Passalaqua, Mr. Garry McHenry, and Mr. Devon Nish and any other directors and officers hereafter appointed or elected will devote their time to our affairs on an as needed basis, this, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely will encompass less than five (5) hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors is acting on behalf of, or will act
Officers and Directors
Joseph C. Passalaqua, age 61, was the owner of Laqua’s Chevrolet franchise and Laqua’s 481 Pontiac Buick, GMC Truck Center dealerships until July 2008. Mr. Passalaqua was President of 3EEE, Inc. from March 2006 until May 2008. He was the Secretary of Digital Utilities Ventures, Inc. from March 2009 through July 2010. He became the President of Plantation Lifecare Developers, Inc. in January of 2010. He is the sole owner of Greenwich Holdings, LLC.
Garry McHenry, age 52, was a Project Manager with Cabot Co. from June 2004 to June 2006, President of Digital Utilities, Inc. from June 2006 though March 26, 2009. He is currently president of Digital Utilities Ventures, Inc. Mr. McHenry is a graduate of Rochester Institute of Technology. He is currently the Secretary of Biolog Inc.
Devon Nish, 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.
Family Relationships amongst Directors and Officers:
None of the Officers or Directors are related.
Involvement in Certain Legal Proceedings
During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC of forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Item 405 of Regulation S-B requires every small business issuer that has a class of equity securities registered pursuant to Section 12 of the Exchange Act to identify each person who, at any time during the fiscal year, was a director, officer or beneficial owner of more than 10 percent of any class of equity securities registered pursuant to Section 12 of the Exchange Act that failed to file on a timely basis, as disclosed in the above forms as well as other information. On March 23, 2009, we filed with the SEC a Form 15 to deregister our common stock under Section 12 of the Exchange Act and to terminate our status as a reporting company under the Exchange Act. On October 15, 2009, the Company filed a Form S-1 Registration Statement with the SEC to register our common stock pursuant to Section 12 of the Exchange Act. On December 28, 2009 the Company’s Registration Statement went effective.
Significant Employees
The Company has no employees. Our executive officers and directors serve as such on as-needed basis. The Company does not have any consultants or third parties.
Committees of the Board of Directors
Because of our limited resources, our Board does not currently have an established audit committee or executive committee. The current members of the Board perform the functions of an audit committee, governance/nominating committee, and any other committee on an as needed basis. If and when the Company grows its business and/or becomes profitable, the Board intends to establish such committees.
Audit Committee and Financial Expert
We do not have an Audit Committee. Mr. Joseph Passalaqua, the President, performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. We do not currently have a written audit committee charter or similar document.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no business operations, management believes the services of a financial expert are not warranted.
Nominating Committee
We do not have a Nominating Committee or Nominating Committee Charter. Mr. Joseph Passalaqua, 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.
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
Conflicts of Interest
Mr. Passalaqua, Mr. McHenry, and Mr. Nish will only devote a small portion of their time to affairs of the Company. There will be occasions when the time requirements of our business conflict with the demands of their other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.
The officers, directors and principal shareholders of the Company may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law a fiduciary duty to our other shareholders. In making any such sale, members of our management may consider their own personal pecuniary benefit rather than the best interests of the Company and our other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of our management.
It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of our directors or executive officers, or to any other affiliate of the Company except as described under Executive Compensation below. Although management has no current plans to cause the Company to do so, it is possible that we will enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the common stock held by our current stockholder to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholder, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholder to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to our current stockholder in the context of an acquisition involving the Company would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
We are in the development stage and currently have no full-time employees. Mr. Joseph Passalaqua is our President, Garry McHenry is our Secretary, and Devon Nish is our Director. Mr. Passalaqua, Mr. McHenry, and Mr. Nish have agreed to allocate a limited portion of her time to the activities of the Company without compensation. Potential conflicts may arise with respect to the limited time commitment by Mr. Passalaqua, 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 Mr. Passalaqua, 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 Mr. Passalaqua, Mr. McHenry, Mr. Nish will actually be required to spend to locate a suitable target company. Mr. Passalaqua, Mr. McHenry and Mr. Nish estimate that the business plan of the Company can be implemented by devoting less than five hours per month but such figure cannot be stated with precision.
Indemnification of Directors and Officers
Section 16-10a-901 through 909 of the Utah Revised Business Corporation Act authorizes a corporation's board of directors or a court to award indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred, including counsel fees) arising under the Securities Act of 1933. A director of a corporation may only be indemnified if: (1) the conduct was in good faith; and (2) the director reasonably believed that the conduct was in or not opposed to the corporation's best interest; and (3) in the case of any criminal proceeding, the director had no reasonable cause to believe the conduct was unlawful. A corporation may not indemnify a person under the Utah Act unless and until the corporation's board of directors has determined that the applicable standard of conduct set forth above has been met.
The Company's Amended and Restated Articles of Incorporation do not provide for any additional or different indemnification procedures other than those provided by the Utah Act, nor has the Company entered into any indemnity agreements with its current directors and officers regarding the granting of other or additional or contractual assurances regarding the scope of the indemnification allowed by the Utah Act. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims of indemnification. The Company has not obtained director's and officer's liability insurance, although the board of directors of the Company may determine to investigate and, possibly, acquire such insurance in the future.
ITEM 11.
ITEM 11. - EXECUTIVE COMPENSATION
None of our officers or directors has received any cash remuneration. Officers will not receive any remuneration upon completion of an offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.
It is possible that, after we successfully consummate a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
There is no understanding or agreement regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
ITEM 12.
ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The following table sets forth each person known by the Company to be the beneficial owner of five percent or more of the common stock of the Company and the Officers and Director separately and as a group of the Company. Each such person has sole voting and investment power with respect to the shares shown.
Name and Address of Beneficial Owner
Amount of Beneficial Ownership*
Percentage of Class*
Joseph Passalaqua, President
20,506,930
50%
106 Glenwood Dr. South
Liverpool, NY 13090
Garry McHenry, Secretary
3,000,000
7%
234 W. Foster Avenue
Palmyra, NY 14522
Devon Nish, Director
3,000,000
7 %
7829 S. 2870 E.
Salt Lake City, UT 84121
Amanda Godin
6,000,000
14%
123 Parker Avenue
Liverpool, NY 13088
All executive officers and directors as a group
26,506,930
65%
*The amount is based on 40,436,710 shares of Common Stock outstanding as of December 31, 2010.
ITEM 13.
ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENCE
An Officer and major shareholder of Biolog, Joseph Passalaqua, advanced Biolog $1,317. The advance was not accruing any interest and has no set repayment date. As of December 31, 2008 Biolog owed $1,317 related to this advance. On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for the forgiveness of the $1,317 advance. During 2009, a $7,546 advance and a $3,876 advance were reclassified as Convertible Notes Payable. As of December 31, 2009 owed $11,422 related to these notes.
As of December 31, 2009, Biolog incurred a liability to Lyboldt-Daly in the amount of $1,900. Lyboldt-Daly completed the bookkeeping and internal accounting for Biolog, Inc. Joseph Passalaqua is President of Lyboldt-Daly and a majority shareholder in Biolog, Inc.
As of December 31, 2009, all activities of Biolog have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Biolog for the use of these facilities and there are no commitments for future use of the facilities.
Independent Directors
Our Board of Directors is currently comprised of three directors, namely Mr. Joseph Passalaqua, Mr. Garry McHenry, and Mr. Devon Nish, all of whom are not independent directors; as such term is defined under the rules of the Nasdaq Stock Market.
ITEM 14.
ITEM 14. - PRINCIPAL ACCOUNTING FEES
Aggregate fees billed by the Company's principal accountants, MaloneBailey, LLP, for audit services related to the most recent two fiscal years, and for other professional services billed in the most recent two fiscal years, were as follows:
(1) Comprised of the audit of the Company's annual financial statements and reviews of the Company's quarterly financial statements, as well as consents related to and reviews of other documents filed with the Securities and Exchange Commission.
(2) Comprised of preparation of all federal and state corporate income tax returns for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company's independent accountants must now be approved in advance by the Audit Committee to assure that such services do not impair the accountants' independence from the Company. The Company does not have an Audit Committee, therefore, the Board of Directors reviews and approves audit and permissible non-audit services performed by MaloneBailey, LLP, as well as the fees charged by MaloneBailey, LLP for such services.
We do not currently have a standing audit committee. The services described above were approved by our Board of Directors.
PART IV.
ITEM 15.
ITEM 15. - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit Number
Description
3.1
Articles of Amendment to Articles of Incorporation (Profit)*
3.2
By-laws*
3.3
Certificate for Renewal and Revival of Charter*
Exhibit 31.1
Certification of the Principal Executive Officer of Registrant pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
Exhibit 31.2
Certification of the Principal Financial Officer of Registrant pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
Exhibit 32.1
Certification of the Principal Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
Certification of the Principal Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*Previously submitted and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
BIOLOG, INC.
Date: April 7, 2011
By: /s/Joseph Passalaqua
Name: Joseph Passalaqua
Title: President
By: Garry McHenry
Name: Garry McHenry
Title: Secretary
By: /s/ Devon Nish
Name: Devon Nish
Title: Director