EXRG Ecologix Resource Group Inc (CE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

( Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September  30, 2009

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

Commission File number: 333-148664

ECOLOGIX RESOURCE GROUP INC.

 (Exact name of small business issuer as specified in its charter)

Delaware

(State or other jurisdiction of Incorporation or organization)

98-0533882

(IRS Employee Identification No.)

9903 Santa Monica Blvd.

Suite 918

Beverly Hills, CA. 90212 

Phone number: 888-LOGIXRG

 (Address of principal executive offices)

(Former name, former address and former fiscal year, if changed since last report)

20 a Sharei Torah Sreet

Jerusalem Israel

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ¨ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	¨	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 

 

ECOLOGIX RESOURCE GROUP INC.

Form 10-Q

Index

 

Item 2. Management’s Discussion and Analysis and Plan of Operations.

USE OF NAMES

In this annual report, the terms “ECOLOGIX RESOURCE GROUP INC.”, “Company”, “we”, or “our”, unless the context otherwise requires, mean ECOLOGIX RESOURCE GROUP INC. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-KSB and other reports that we file with the SEC contain statements that are considered forward-looking statements.  Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

 

·	dependence on key personnel;

·	competitive factors;

·	degree of success of research and development programs

·	the operation of our business; and

·	general economic conditions in the United States, Israel and China

 

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

ABOUT OUR COMPANY

 

We were incorporated in Delaware on November 7, 2007 and are a development stage company. On November 19, 2007, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement ") with Mr. Moshe Averbuch, the original inventor, in relation to a patent-pending technology (Patent Application Number: 10/707,521). We plan to use said technology to create a method and supporting apparatus for measuring and checking standard battery parameters such as voltage, cold cranking amperage (CCA), state of charge (SOC), and state of health (SOH) in exchange for a commitment to pay Mr. Averbuch US$12,000 (Twelve thousand United States Dollars), according to the condition specified in the Patent Transfer and Sale Agreement related to the Patent Application Number 10/707,521.

The Company has ceased to pursue the Patent pending technology .

 

In furtherance of its overall business strategy, on February 4, 2009, the Company entered into an agreement for the acquisition of long-term rights to 20,000 hectares (approximately 50,000 acres) of land rich in tropical hardwoods and other natural resources in Central Africa in consideration for a newly authorized convertible preferred stock issuance.  This acquisition augments the Company’s energy related business strategy.  The Company intends to harvest the high quality timber growing in the land parcel, consistent with the highest environmental standards.  The Company also intends to pursue its alternative energy projects for the country and its citizens which shall include growing biomass to be used in fuel and solar installations as desired by the local inhabitants and national governmental policy where the land is located.

The Agreement, which is dated as of February 4, 2009, provides the Company will issue a total of 10,000,000 convertible preferred shares.  Convertibility will be subject, among other things, to achievement of agreed benchmarks over a 36-month period.

Our principal offices are located at:

9903 Santa Monica Blvd.

Suite 918

Beverly Hills, CA. 90212 

888-LOGIXRG

In addition to the Agreement mentioned above, we still maintain our original business in relation to the patented  technology comprising  the test method and the battery testing device

PLAN OF OPERATIONS

 

Liquidity, Capital Resources and Operations:

 

During the fiscal quarter ended September  30, 2009 , net cash used by operating activities was $919,208 and  the Company incurred net losses of $938,688.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company anticipates that in order to fulfill its plan of operations, it will need to seek financing from outside sources.  To this end, the Company is constantly pursuing private debt and equity sources.

General Working Capital

 

During the nine  months ended September  30 2009  the Company raised $850,000 thru the issuance of convertible debt securities

  

Results of Operations:

 

For the Nine Months Ended September 30, 2009

Our balance sheet as of September  30, 2009 reflects cash in the amount of $2,413. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. The operating expenses and net loss for the Nine  Months ended September  30, 2009 amounted to $899,188 , and $938,688 accordingly .

We have, in our history, generated limited income from operations, have incurred substantial expenses and have sustained losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion..

Off-Balance Sheet Arrangements

We do 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 are material to investors.

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Report on Form 10-QSB (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Part II.  Other Information

Item 1. Legal Proceedings .

 None

Item 2. Changes In Securities

 None

Item 3. Defaults Upon Senior Securities

 None

Item 4. Submission of Matters To A Vote Of Security Holders

The Company filed with the Secretary of the State of Delaware on or about May 1, 2009, to amend Article 1 of its Certificate of Incorporation to change its name from “Battery Control Corp.” to “ Ecologix Resource Group, Inc. ;” as well as to amend Article 4 of its Certificate of Incorporation to authorize the issuance of convertible preferred stock in the amount of 50,000,000 shares. The name change became effective June 15 2009 .

  

Item 5. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company issued 100,000 shares of restricted common stock during the nine months ended SDeptember 30 2009 in exchange of gross proceeds of $50,000.

The Company declared a forward split of the shares of common stock at a rate of two (2) new shares for each one (1) old share of common stock.  The record date fixed by the Company is February 20, 2009, and was effective March 24, 2009.

Item 6. Other Information

 None

 

Item 7. Exhibits

 

a.		Exhibits:
3.1*		Articles of Incorporation of the Company
3.2*		By-Laws of the Company
3.3*		Form of Common Stock Certificate of the Company
10.1*		Patent and Technology Licensing Agreement dated November 19, 2007, between the Company and the Licensor
10.2*		United States Patent Assignment
31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*

Previously filed as an exhibit to the Company’s Form SB-2 filed on January 15, 2008, and subsequent filings

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ecologix Resource Group Inc. has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on November 12, 2009.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities indicated and on November 12, 2009.