United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
10-K/A
x
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the fiscal year ending December 31,
2008
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¨
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from ___________ to
___________.
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Commission file number:
333-148664
Ecologix
Resource Group. Inc.
(Name of small business issuer in its
charter)
Delaware
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98-0533882
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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9903
Santa Monica Blvd.
Suite
918
Beverly
Hills, CA. 90212
(Address of Principal executive offices) (Zip
Code)
Issuer’s telephone number:
888-LOGIXRG
_______________
Securities
registered under Section 12(b) of the “Exchange Act”
Common Share, Par Value,
$.0001
(Title of
each Class)
Securities
registered under Section 12(g) of the Exchange Act: None
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d)
¨
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such a shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days.
x
Yes
¨
No
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part II of this Form 10-Kor
any amendment to this Form 10-K.
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
¨
Yes
x
No
The
issuer’s revenues for its most recent fiscal year (2008):
$XXXXXXXX.
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at the common equity was last
sold, or the average bid and asked price of such common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrant’s most recently completed second fiscal
quarter.
APPLICABLE
ONLY TO REGISTRANTS INVOVLED IN BANKRUPTCY
PROCEEDINGS
DURING THE PREECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed al documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.
¨
Yes
x
No
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrants’ classes of common
stock, as of the latest practicable date.
The
number of shares of Common Stock outstanding, as of February 23 ,
2009 was:25,000,000
DOCUMENTS
INCORORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part 1, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424(b) or (c)
under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for the fiscal year December 24, 1980).
BATTERY
CONTROL CORP.
ANNUAL
REPORT ON FORM 10-K
For
Fiscal Year Ended December 31, 2008
T
ABLE OF CONTENTS
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Page
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PART
I
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Item
1
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Business
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4
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Item
1A
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Risk
Factors
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8
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Item
1B
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Unresolved
Staff Comments
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9
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Item
2
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Properties
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9
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Item
3
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Legal
Proceedings
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9
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Item
4
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Submission
of Matters to a Vote of Security Holders
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9
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PART
II
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Item
5
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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9
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Item
6
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Selected
Financial Data
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11
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Item
7
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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11
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Item
7A
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Quantitative
and Qualitative Disclosures About Market Risk
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12
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Item
8
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Financial
Statements.
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12
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Item
9
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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12
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Item
9A(T)
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Controls
and Procedures
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14
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Item
9B
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Other
Information
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PART
III
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Item
10
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Directors,
Executive Officers and Corporate Governance
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16
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Item
11
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Executive
Compensation
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17
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Item
12
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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18
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Item
13
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Certain
Relationships and Related Transactions, and Director
Independence
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18
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Item
14
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Principal
Accountant Fees and Services
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18
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PART
IV
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Item
15
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Exhibits,
Financial Statement Schedules
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19
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SIGNATURES
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20
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Battery
Control Corp.
Part
I
Item
1. Description of Business
USE OF
NAMES
In this
annual report, the terms “BATTERY CONTROL CORP. ”, “Company”, “we”, or “our”,
unless the context otherwise requires, mean BATTERY CONTROL CORP. 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:
·
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dependence
on key personnel;
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·
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degree
of success of research and development
programs
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·
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the
operation of our business; and
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·
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general
economic conditions in the United States, Israel and
China
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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
Battery Control Corp. system comprises the test method and the battery testing
device. The device activates a shortening between battery poles using a
predefined electronic circuit that maximizes the battery’s energy potential for
a time period. A shortening is defined as a process whereby the battery poles
are shortened, thus applying high current load during a very short period of
time. The initial period of the shortening is from 10-50 msec. During the next
time period (approximately 100-200 msec), the load slowly decreases until the
voltage returns to an open circuit voltage U
oc
. The
voltage and battery current are measured during the testing process. The
measurements are stored in a database located on the device, and can later be
used to check battery conditions.
We do not
yet have a fully operational working valid prototype, but intend to create one.
Once the working prototype has been developed, we will then work to develop and
manufacture the Product or license the manufacturing and related marketing and
selling rights to a third party.
Our
principal offices are located at 20 A Sharei Torah Street, Jerusalem, Israel.
Our telephone number is 972-(2)-6432875. Our registered office in Delaware is
located at 113 Barksdale Professional Center, Newark, DE 19711, and our
registered agent is Delaware Intercorp. All references to "we," "us," "our," or
similar terms used in this prospectus refer to Battery Control Corporation. Our
fiscal year end is December 31.
We have
never declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. We have not made any significant
purchase or sale of assets, nor has the Company been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
because we have a specific business plan and purpose. Neither Battery Control
Corp., nor its officers, Directors, promoters or affiliates, has had preliminary
contact or discussions with, nor do we have any present plans, proposals,
arrangements or understandings with any representatives of the owners of any
business or company regarding the possibility of an acquisition or
merger.
We have
entered into a patent licensing agreement in relation to a patent-pending
technology (Patent Application Number: 10/707,521) relating to the test and
measurement of battery parameters (the “Product”). On December 19, 2003 a patent
application was filed in the United States Patent and Trademark Office. The
inventor of the technology covered by this patent is Moshe
Averbuch.
A Patent
Transfer and Sale Agreement was signed between Moshe Averbuch and Battery
Control Corp. on November 19, 2007, granting Battery Control Corp. exclusive
rights, title and interest in and to the Patent Application and all Intellectual
Property rights, free and clear of any lien, charge, claim, preemptive rights,
etc. for an electronic battery testing and measuring invention that relates to a
method and apparatus for measuring and checking parameters such as voltage,
cold, cranking amperage (CCA), state of charge (SOC), and state of health (SOH)
of a standard battery.
Our
principal offices are located c/o Yaffa Zwebner, 20 Sharei Torah Street,
Jerusalem. Our telephone number is 972-(2)-6432875
BUSINESS
SUMMARY AND BACKGROUND
The
invention is characterized by an electronic device to test and measure battery
properties such as voltage, cold cranking amperage (CCA), the state of charge
(SOC) and the state of health (SOH) of a standard battery. This is different
than inventions where the battery condition and measurement parameters are
obtained through a correlation method. Other inventions also display the
conditions and measurements to the operator of the device. Because the other
systems cause a minimum amount of battery discharge and the measurement process
is long, batteries cannot be tested at high current conditions. These methods
only provide an estimation of performance at high current conditions based on
extrapolating the measured results. Inaccurate predictions result because the
battery test is executed at low current conditions over a relatively long period
of time.
Previous
methods predict the battery’s ability to start engines of different devices,
such as vehicles. The main drawback is that the results only reflect the
successful ability to start an engine, without offering any solution for failed
trials. In most prior methods it is not possible to estimate a battery’s ability
to start a specific type of vehicle engine.
Using
battery conductance measurement principles measurement of the contact conditions
is made between the tester clamps and the battery poles. Accurate measurements
of the quality and condition of the contact between the tester clamp and the
battery poles are obtained by employing the Kelvin contacts as described in
patent No. US 5,592,092. The Kelvin contact checks the balance between four
clamp wires. This method is not easy to use or operate.
Our
invention is based on battery conductance measurement principles. Our system
provides a better method and device to more accurately measure results without
damaging the battery. It will accurately predict the engine’s ability to start
and the ability to start over a range of different temperatures. It aims to
provide exact CCA, SOC, and SOH values. It also provides a test for checking
clamping conditions.
The
Company intends to develop a fully operational valid working prototype, which
can then be used to develop and manufacture the actual product.
THIRD-PARTY
MANUFACTURERS
We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our device as
planned. In addition, we may not be able to contract with third parties to
manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our battery testing and measurement system.
INTELLECTUAL
PROPERTY
On
November 19, 2007, we signed a Patent Transfer and Sale Agreement with Moshe
Averbuch, the original patent-pending owner, licensing all rights, title and
interest in, for a method and apparatus for battery testing and measuring. On
December 13, 2003, a patent application was filed in the United States Patent
and Trademark Office.
COMPETITION
There are
several companies in the battery testing and measuring field, including major
international manufacturers. We are not, however, aware of any other company
that has developed, manufactured, and/or marketed a device of a similar nature
that incorporates conductance measurement principles with a specific device and
method for easy and accurate battery parameter measurements.
PATENT,
TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS
& CONCESSIONS
As
described above, we have entered into an exclusive patent licensing agreement
for the patented technology on which our proposed battery testing and measuring
product is based. In addition, as described above, we have entered into a Patent
Transfer and Sale Agreement whereby we acquired full rights to all title,
interests etc. related to the patent-pending technology.
In
addition, we are developing a website related to our product, which we intend to
use to promote, advertise, and potentially market our invention, once the
prototype and development stages are complete. We intend to full protect our
invention and development stages with copyright and trade secrecy
laws.
EXISTING
OR PROBABLE GOVERNMENT REGULATIONS
We may be
subject to the provisions of the Federal Consumer Product Safety Act and the
Federal Hazardous Substances Act, among other laws. These acts empower the CPSC
to protect the public against unreasonable risks of injury associated with
consumer products. The CPSC has the authority to exclude from the market
articles that are found to be hazardous and can require a manufacturer to repair
or repurchase such devices under certain circumstances. Any such determination
by the CPSC is subject to court review. Violations of these acts may also result
in civil and criminal penalties. Similar laws exist in some states and cities in
the U.S. and in many jurisdictions throughout the world.
Employees
Other
than our current Directors and officers, Yaffa Zwebner and Nachom Kipor, we have
no other full time or part-time employees. If and when we develop the prototype
for our battery testing and measurement system, and are able to begin
manufacturing and marketing, we may need additional employees for such
operations. We do not foresee any significant changes in the number of employees
or consultants we will have over the next twelve months.
Item
1A. Risk Factors.
In
addition to the risk factors described in our registration statement on Form
SB-2, as filed with the Securities and Exchange Commission, and although smaller
reporting companies are not required to provide disclosure pursuant to this
Item, your attention is directed to the following risk factor that relates to
our business.
We
do not have sufficient cash to fund our operating expenses for the next twelve
months, and plan to seek funding through the sale of our common stock. Without
significant improvement in the capital markets, we may not be able to sell our
common stock and funding may not be available for continued
operations.
There is
not enough cash on hand to fund our administrative and other operating expenses
or our proposed research and development program for the next twelve months. In
addition, we will require substantial new capital following the development of a
strategic marketing plan for bringing our product to global markets in order to
actually market, arrange for the manufacturing of, and sell our product. Because
we do not expect to have any cash flow from operations within the next twelve
months, we will need to raise additional capital, which may be in the form of
loans from current stockholders and/or from public and private equity offerings.
Our ability to access capital will depend on our success in implementing our
business plan. It will also depend upon the status of the capital markets at the
time such capital is sought. Without significant improvement in the capital
markets, sufficient capital may not be available and the implementation of our
business plan could be delayed. If we are unable to raise additional funds in
the future, we may have to cease all substantive operations. In such event it
would not be likely that investors would obtain a profitable return on their
investment or a return of their investment at all
Item
1B.
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Unresolved
Staff Comments.
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Smaller
reporting companies are not required to provide disclosure pursuant to this
Item
Item
2.
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Description
of Property
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Our
Principal executive offices are located at 20a Sharei Torah ,Jerusalem Israel.
This location is also the residence of Mrs Zwebner and we have been
allowed to operate out of such location at no cost to the Company. We believe
that this space is adequate for our current and immediately foreseeable
operating needs. We do not have any policies regarding investments in real
estate, securities or other forms of property.
Item
3.
|
Legal
Proceedings
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There is
no past, pending or, to our knowledge, threatened litigation or administrative
action which has or is expected by our management to have a material effect upon
our business, financial condition or operations, including any litigation or
action involving our officer, director or other key
personnel.
Item
4.
|
Submission
of Matters to a Vote of Security
Holders
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By vote
of the securities holders entitled to vote on December 1, 2008, the Company
completed a forward split 5 for 1 stock dividend effective December 1,
2008.
As a
result of the aforementioned forward stock split there are a total of 25,000,000
shares issued and outstanding.
PART
II
Item 5.
|
Market for Common Equity and
Related Stockholder Matters
|
General
We are
authorized to issue 50,000,000 shares of Common Stock, at a par value $0.0001
per share. As of February 23, 2009, the latest practicable date,
there are 25,000,000 shares of common stock outstanding. The number
of record holders of Common Stock as of February 23 , 2009 is approximately
69.
Common
Stock
The
holders of Common Stock are entitled to one vote for each share held of record
on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors then up for election. The holders of
Common Stock are entitled to receive ratably such dividends when, as and if
declared by the Board of Directors out of funds legally available
therefore. In the event we have a liquidation, dissolution or winding
up, the holders of common Stock are entitled to share ratably in all assets
remaining which are available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the common Stock. Holders of shares of Common
Stock, as such, have no conversion, preemptive or other subscription rights, and
there are no redemption provisions applicable to the Common Stock.
Market
Information
The
Company’s Common Stock is listed on the Over the Country Bulletin Board under
the symbol “BATY”.
There is
no trading market for the Company's 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.
Dividend
Policy
We have
never paid any cash dividends and have no plans to do so in the foreseeable
future. Our future dividend policy will be determined by our Board of Directors
and will depend upon a number of factors, including our financial condition and
performance, our cash needs and expansion plans, income tax
consequences
and the restrictions that applicable laws and other arrangements then
impose.
Equity
Compensation Plans
We do not
have any equity compensation plans
Recent
Sales of Unregistered Securities
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 hardwoods and other
natural resources in Central Africa in consideration for a newly authorized
convertible preferred stock issuance and a convertible note. The Company intends
to as an alternative business strategy seek to acquire, maintain, harvest and
market high quality timber and other natural resources. Pursuant to the
Agreement, dated January 5, 2009, between the Company and Spectra Timber
Resources, Inc., the Company will issue a total of 15,000,000 convertible
preferred shares and issue a Convertible Note in the amount of $
5,000,000.
Item
6. Selected Financial Data.
Smaller
reporting companies are not required to provide disclosure pursuant to this
Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
We are a
development stage company and have not generated any revenues to
date. We have acquired a patent and are seeking to develop a
prototype and although we have not yet engaged a manufacturer to develop the
prototype and implement a strategic marketing plan for bringing our product to
global markets, based on our preliminary discussions with certain manufacturing
vendors we believe that it will take approximately three to four months to
construct a basic marketing strategy. If and when we have a viable strategy,
depending on the availability of funds, we estimate that we would need
approximately an additional four to six months to bring this product to market.
Our objective is to manufacture the product through third party sub-contractors
and market the product ourselves, and/or to license the manufacturing rights and
related technology to third party manufacturers who would then assume
responsibility for marketing and sales.
LIQUIDITY
AND CAPITAL RESOURCES
We had
$1,381 in cash at December 31, 2008, as compared to cash in the amount of $0 on
December 31, 2007. In the year ended December 31, 2008 we funded our
activities through the issuance of 2,000,000 shares of our common stock, for
aggregate gross proceeds of approximately $80,000.
There is
not enough cash on hand to fund our administrative and other operating expenses
or our proposed research and development program for the next twelve months, and
we do not anticipate that we will generate any revenues from operations for the
next twelve months
Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months, unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product to implement our plan of operations and stay in
business.
RESULTS
OF OPERATIONS
We are a
development stage company and have not generated any revenues to
date. Our expenses in the year ended December 31, 2008 amounted to
$80,902, as compared to $4,950 in the period from November 7 2007 (inception) to
December 31, 2007. Expenses in 2008 included $60,437 in professional
fees, incurred in connection with the preparation of our financial statements
and reports to the Securities and Exchange Commission and the registration of
our common stock on Form SB-2, $18,500 in consulting fees, $456 in
amortization and $1,509 of other misc expenses.
Our net
loss in the year ended December 31, 2008, amounted to $80,902, as
compared to $4,950 in the period from November 7, 2007 (inception) to December
31, 2007.
The
amounts presented in the financial statements do not provide for the effect of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment, and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
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
7A. Quantitative and Qualitative Disclosures About Market
Risk.
Smaller
reporting companies are not required to provide disclosure pursuant to this
Item.
Item
8. Financial Statements.
The
financial statements and supplementary financial information required by this
Item are set forth immediately following the signature page and are incorporated
herein by reference.
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item
9A. Controls and Procedures
Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial/Accounting Officer, we evaluated the
effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of December 31, 2008. Based upon that evaluation, our Chief
Executive Officer and Chief Financial/Accounting Officer concluded that our
disclosure controls and procedures were effective, as of December 31, 2008,
to ensure that information we are required to disclose in reports that we file
or submit under the Exchange Act (i) is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission’s rules and forms, and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial/Accounting
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with policies or procedures may
deteriorate.
Under the
supervision and with the participation of our management, including our Chief
Executive Officer, we conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2007. In making
this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework as supplemented by the COSO publication, Internal
Control over Financial Reporting - Guidance for Smaller Public Companies. Based
on this evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007 based on these
criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this annual report.
Item
9A(T). Controls and Procedures.
Management’s
Annual Report on Internal Control Over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)). The Company’s internal control over financial
reporting is a process designed under the supervision of the Company’s principal
executive officer and principal financial officer, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of
America. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.
The
Company’s management, with oversight and input from the Company’s Chief
Executive Officer and Chief Financial/Accounting Officer, conducted an
assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008. The Company’s management based its
assessment on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework as supplemented by the COSO publication, Internal Control over
Financial Reporting - Guidance for Smaller Public Companies. Based on
its evaluation under that framework, the Company’s management concluded that the
Company’s internal control over financial reporting was effective as of December
31, 2008.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. The Company’s management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only it’s management’s report in this annual
report.
During
the year ended December 31, 2008, there was no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.
Part
III
Item
10.
|
Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act.
|
The
following are the current Board of Directors.
Name
|
|
Age
|
|
Position
|
George
C. Shen
|
|
47
|
|
Chairman
(Director), Chief Executive Officer and President
|
Yaffa
Zwebner
|
|
42
|
|
Secretary
and Director
|
George C.
Shen
Mr. Shen
has extensive management experience, most recently as founder and Chief
Executive Officer of Spectra Resources, a company specializing in the
procurement and development of natural resources in emerging countries for
principally Asian markets. Prior to founding Spectra Resources, Mr. Shen was an
independent consultant representing such companies as Clarion Communications,
Hiller Aircrafts, Davis Petroleum and Royal Energy.
Mr. Shen
has acquired unique insight into Africa from his experience with Spectra
Resources and previously, from 1990 - 1992, when he worked as the Chief
Operating Officer of Southern Cross Apparel in Southern Africa. During that
turbulent period, after Mr. Nelson Mandela was first released, few factories
were operating normally, and Mr. Shen implemented a relocation plan, and oversaw
the development and implementation of the Company's business plan, including all
facets of the Company's operations and the recruitment and training of 800
employees.
Mr. Shen
has served in the United States Marine Corps, receiving numerous citations and
awards, and after Sept. 11, he voluntarily returned to service by enlisting in
the California Guard.
Mr. Shen
received his Bachelor of Arts from Chapman University, his M.B.A from Central
China Normal University, and is presently completing his studies for a J.D. and
an L.L.M.
Yaffa
Zwebner
Mrs
Zwebner graduated from the Jerusalem College for Women in Jerusalem Israel where
she studied from 1985 until 1989 and earned her Bsc degree in Teaching
Technology and Communication. From the years 1990 until 1995 Mrs Zwebner taught
at the Queens Jewish Acadamy for the Girls High School, biblical studies,
mathematic computers and communication. From 1995 until present Mrs Zwebner
taught and teaches currently at the Jerusalem Public Jewish Primary School of
Giloh, mathematics, computers and communication. She also serves as an Executive
on the Hazardous Traffic committee, a non-profit governmental organization set
up to promote careful driving and adherence to the traffic safety rules and
regulations.
Item
11.
|
Executive
Compensation
|
For the
fiscal year ended December 31, 2008, no Officer/Director has been compensated
with salaries or other form of remuneration except as set forth
below:
Shown on
the table below is information on the annual and long-term compensation for
services rendered to the Registrant in all capacities, for the fiscal year
ending December 31, 2007 (our first year in existence), and in 2008 paid by the
Registrant to all individuals serving as the Registrant's chief executive
officer or acting in a similar capacity during the fiscal year ending December
31, 2007 (our first year in existence),and in 2008 regardless of
compensation level. During this fiscal year, the Registrant did not pay
aggregate compensation to any executive officer in an amount greater than
$100,000.
|
|
|
|
Annual Compensation
|
|
|
Long Term Compensation
|
|
Name
|
|
Title
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Other Annual
Compensation
|
|
|
Restricted
Stock
Awarded
|
|
|
Options/
SARs
(#)
|
|
|
LTIP
payouts
($)
|
|
|
All Other
Compensation
|
|
George
Shen
|
|
Chairman
(Director)
President,
CEO,
|
|
2008
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yaffa
Zwebner
|
|
Secretary
and Director
|
|
2008
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nachom Kiper
|
|
Former
Director
and
Secretary
|
|
2008
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Director
Compensation
Our
directors receive no compensation for their services as director, at this time,
other than what has already been paid by the issuance of shares of common
stock.
Director
and Officer Insurance
The
Company does not have directors and officers (“D & O”) liability insurance
at this time.
Item
12.
|
Security
Ownership of Certain Beneficial Owners and
Management
|
The
following table sets forth certain information, as of February 23
2009, concerning shares of common stock of the Registrant, the only class of its
securities that are issued and outstanding, held by (1) each shareholder known
by the Registrant to own beneficially more than five percent of the common
stock, (2) each director of the Registrant, (3) each executive officer of the
Registrant, and (4) all directors and executive officers of the Registrant as a
group:
Officers, Directors and 5%
Stockholders
|
|
No. of Shares
|
|
|
Percentage Ownership
|
|
|
|
|
|
|
|
|
Nachom
Kiper
|
|
|
6,000,000
|
|
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
Yaffa
Zwebner
|
|
|
6,000,000
|
|
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
George
Shen
|
|
|
2,410,950
|
|
|
|
9.6
|
%
|
|
|
|
|
|
|
|
|
|
All
|
|
|
14,410,950
|
|
|
|
57.6
|
%
|
Item
13.
|
Certain
Relationships and Related Transactions Issuance of
Stock
|
Item
14.
|
Principal
Accountant Fees and Services.
|
Fees
Paid to Principal Accountant
Weinberg
& Associates LLC of Baltimore, MD has served as the Company’s independent
auditor since inception. During each of our 2008 and 2007 fiscal
years, the aggregate fees which were billed to us by our independent
auditor for professional services were as follows:
Audit
$14,000
Tax
$1,000
Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm.
As of
December 31, 2008, the Board has not established a formal documented
pre-approval policy for the fees of our principal accountant.
The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was 0%.
Part
1V
Item
15. Exhibits
Index
to Exhibits
3.1(1)
|
Articles
of Incorporation of the Company
|
3.2
(1)
|
By-Laws
of the Company
|
3.3
(1)
|
Form
of Common Stock Certificate of the Company
|
10.1
(1)
|
Acquisition
of Patent/Technology rights to Battery Control
Corporation
|
31.1
(2)
|
Certification
of the Chief Executive Officer and Chief Financial/Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
(2)
|
Certification
of Chief Executive Officer and Chief Financial/Accounting Officer pursuant
to 18 U.S.C. Section 1350, as Adopted, pursuant to section 906 of the
Sarbanes-Oxley act of 2002
(2)
|
|
(1)
|
Previously
filed as an exhibit to the Company’s Form SB-2 filed on July 30, 2007 as
amended, and subsequent filings
|
Signatures
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Battery Control Corp. has duly caused this Report to be signed on behalf
of the undersigned thereunto duly authorized on February 23,
2009.
Ecologix
Resource Group, Inc.
By:
/s/ Jason Fine
Jason
Fine, Chairman (Director) Chief Executive Officer and President
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 February 23,
2009.
Signature
|
|
Title
|
|
Date
|
/s/
Jason
Fine
|
|
Chairman
(Director) and Chief
|
|
April 12,
2010
|
|
|
Executive
Officer and President
|
|
|
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
DECEMBER
31, 2008 AND 2007
Report
of Registered Independent Auditors
|
F-2
|
|
|
Financial
Statements-
|
|
|
|
Balance
Sheets as of December 31, 2008 and 2007
|
F-3
|
|
|
Statements of Operations for the
Years Ended
December 31, 2008 and 2007, and
Cumulative from Inception
|
F-4
|
|
|
Statement
of Stockholders’ Equity for the Period from Inception
|
|
Through
December 31, 2008
|
F-5
|
|
|
Statements
of Cash Flows for the Years Ended December 31, 2008 and
2007,
|
|
and
Cumulative from Inception
|
F-6
|
|
|
Notes
to Financial Statements
|
F-7
|
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
Ecologix
Resource Group, Inc.
:
We have
audited the accompanying balance sheets of Ecologix Resource Group, Inc.
(formerly
known as Battery Control Corp.)
(a Delaware corporation in the
development stage) as of December 31, 2008 and 2007, and the related statements
of operations, stockholders’ equity, and cash flows for years ended December 31,
2008 and 2007, and from inception (November 7, 2007) through December 31, 2008.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the 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 includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides 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 Battery Control Corp. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years ended December 31, 2008 and 2007, and from inception (November 7,
2007) through December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2008, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully submitted,
|
|
/s/
Alan Weinberg CPA
|
|
Alan
Weinberg CPA
|
Baltimore,
Maryland
|
January 18,
2009
|
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS (NOTE 2)
AS
OF DECEMBER 31, 2008 AND 2007
|
|
2008
|
|
|
2007
|
|
ASSETS
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
in bank
|
|
$
|
1,381
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
1,381
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
|
|
|
|
Patent,
net of amortization of $456
|
|
|
15,044
|
|
|
|
15,500
|
|
Deferred
offering costs
|
|
|
-
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
15,044
|
|
|
|
35,500
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
16,425
|
|
|
$
|
35,500
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accrued
liabilities
|
|
$
|
8,548
|
|
|
$
|
29,200
|
|
Loans
from related parties - Directors and stockholders
|
|
|
40,463
|
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
49,011
|
|
|
|
40,450
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
49,011
|
|
|
|
40,450
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
(Deficit)
|
|
|
|
|
|
|
|
|
Common
stock, par value $.0001 per share, 200,000,000 shares authorized;
25,000,000 and 15,000,000 shares issued and outstanding,
respectively
|
|
|
2,500
|
|
|
|
1,500
|
|
Additional
paid-in capital
|
|
|
51,966
|
|
|
|
-
|
|
Discount
on common stock
|
|
|
(1,200
|
)
|
|
|
(1,200
|
)
|
Stock
subscriptions receivable
|
|
|
-
|
|
|
|
(300
|
)
|
(Deficit)
accumulated during the development stage
|
|
|
(85,852
|
)
|
|
|
(4,950
|
)
|
|
|
|
|
|
|
|
|
|
Total
stockholders' (deficit)
|
|
|
(32,586
|
)
|
|
|
(4,950
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' (Deficit)
|
|
$
|
16,425
|
|
|
$
|
35,500
|
|
The
accompanying notes to financial statements
are an
integral part of these financial statements.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (NOTE 2)
FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007,
AND
CUMULATIVE FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH
DECEMBER 31, 2008
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Cumulative
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
From
|
|
|
|
2008
|
|
|
2007
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
60,437
|
|
|
|
2,750
|
|
|
|
63,187
|
|
Legal
- incorporation
|
|
|
-
|
|
|
|
2,200
|
|
|
|
2,200
|
|
Consulting
|
|
|
18,500
|
|
|
|
-
|
|
|
|
18,500
|
|
Amortization
|
|
|
456
|
|
|
|
-
|
|
|
|
456
|
|
Other
|
|
|
1,509
|
|
|
|
-
|
|
|
|
1,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
general and administrative expenses
|
|
|
80,902
|
|
|
|
4,950
|
|
|
|
85,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
|
|
(80,902
|
)
|
|
|
(4,950
|
)
|
|
|
(85,852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$
|
(80,902
|
)
|
|
$
|
(4,950
|
)
|
|
$
|
(85,852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
per common share - Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
|
|
20,780,822
|
|
|
|
2,290,909
|
|
|
|
|
|
The
accompanying notes to financial statements are
an
integral part of these statements.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH
DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Discount
|
|
|
During
the
|
|
|
Stock
|
|
|
|
|
|
|
Common stock
|
|
|
Paid-in
|
|
|
on Common
|
|
|
Development
|
|
|
Subscriptions
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stock
|
|
|
Stage
|
|
|
Receivable
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- November 7, 2007
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
15,000,000
|
|
|
|
1,500
|
|
|
|
-
|
|
|
|
(1,200
|
)
|
|
|
-
|
|
|
|
(300
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,950
|
)
|
|
|
-
|
|
|
|
(4,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- December 31, 2007
|
|
|
15,000,000
|
|
|
$
|
1,500
|
|
|
$
|
-
|
|
|
$
|
(1,200
|
)
|
|
$
|
(4,950
|
)
|
|
$
|
(300
|
)
|
|
$
|
(4,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
subscription payment received
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300
|
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued
|
|
|
10,000,000
|
|
|
|
1,000
|
|
|
|
51,966
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
52,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(80,902
|
)
|
|
|
-
|
|
|
|
(80,902
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- December 31, 2008
|
|
|
25,000,000
|
|
|
$
|
2,500
|
|
|
$
|
51,966
|
|
|
$
|
(1,200
|
)
|
|
$
|
(85,852
|
)
|
|
$
|
-
|
|
|
$
|
(32,586
|
)
|
The
accompanying notes to financial statements are
an
integral part of these statements.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (NOTE 2)
FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007,
AND
CUMULATIVE FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH
DECEMBER 31, 2008
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Cumulative
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
From
|
|
|
|
2008
|
|
|
2007
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(80,902
|
)
|
|
$
|
(4,950
|
)
|
|
$
|
(85,852
|
)
|
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
456
|
|
|
|
-
|
|
|
|
456
|
|
Changes
in net liabilities-
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
liabilites
|
|
|
5,348
|
|
|
|
3,200
|
|
|
|
8,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(75,098
|
)
|
|
|
(1,750
|
)
|
|
|
(76,848
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
and costs of patent pending
|
|
|
(6,000
|
)
|
|
|
(9,500
|
)
|
|
|
(15,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
(6,000
|
)
|
|
|
(9,500
|
)
|
|
|
(15,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
80,666
|
|
|
|
-
|
|
|
|
80,666
|
|
Deferred
offering costs applied
|
|
|
(27,400
|
)
|
|
|
-
|
|
|
|
(27,400
|
)
|
Loans
from related parties - Directors and stockholders
|
|
|
29,213
|
|
|
|
11,250
|
|
|
|
40,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
82,479
|
|
|
|
11,250
|
|
|
|
93,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Decrease) Increase in Cash
|
|
|
1,381
|
|
|
|
-
|
|
|
|
1,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- End of Period
|
|
$
|
1,381
|
|
|
$
|
-
|
|
|
$
|
1,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
schedule of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription
receivable for common stock
|
|
$
|
-
|
|
|
$
|
300
|
|
|
|
|
|
Accrual
to acquire patent
|
|
$
|
-
|
|
|
$
|
6,000
|
|
|
|
|
|
The
accompanying notes to financial statements are
an
integral part of these statements.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1)
Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Battery
Control Corp. (“Battery Control” or the “Company”) is a Delaware corporation in
the development stage and has not commenced operations. The Company was
incorporated under the laws of the State of Delaware on November 7, 2007. The
business plan of the Company is to develop a commercial application of the
design in a patent pending of a “Method and apparatus for battery testing and
measuring”, which is a device intended to provide battery testing and measuring.
The Company also intends to enhance the existing prototype, obtain approval of
its patent application, and manufacture and market the product and/or seek third
party entities interested in licensing the rights to manufacture and market the
device. The accompanying financial statements of Battery Control were prepared
from the accounts of the Company under the accrual basis of
accounting.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 10,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 15, 2008 and declared effective on March 10, 2008. As of
June 30, 2008, the Company received stock subscriptions for 10,000,000 (post
forward stock split) shares of common stock, par value $0.0001 per share, at an
offering price of $0.04 per share, and deposited proceeds of
$80,000.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended December 31, 2008.
Income
Taxes
The
Company accounts for income taxes pursuant to SFAS No. 109,
Accounting for Income Taxes
(“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2008, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Patent
and Intellectual Property
The
Company capitalizes the costs associated with obtaining a Patent or other
intellectual property associated with its intended business plan. Such costs are
amortized over the estimated useful lives of the related assets.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended December 31, 2008, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 2008, and expenses for the period ended December
31, 2008, and cumulative from inception. Actual results could differ from those
estimates made by management.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent Accounting
Pronouncements
In June
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position No. EITF No. 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
No. 03-6-1”). According to FSP EITF No. 03-6-1, unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents are considered participating securities under SFAS No. 128. As
such, they should be included in the computation of basic earnings per share
(“EPS”) using the two-class method. FSP EITF No. 03-6-1 is effective for
financial statements issued for fiscal years beginning after December 15,
2008, as well as interim periods within those years. Once effective, all
prior-period EPS data presented must be adjusted retrospectively. The Company
does not expect FSP EITF No. 03-6-1 to have a material impact on the
Company’s financial position or results of operations.
In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, an amendment of FASB Statement No. 133
(“SFAS No. 161”). SFAS No. 161 applies to all derivative
instruments and nonderivative instruments that are designated and qualify as
hedging instruments and related hedged items accounted for under
SFAS No. 133. SFAS No. 161 requires entities to provide greater
transparency through additional disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, results of operations, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company does not expect SFAS No. 161 to have a material impact on the
Company’s financial position or results of operations.
In
December 2007, the FASB issued Statement No. 141 (revised), “Business
Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R)
significantly changes the accounting for business combinations and establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed
and any noncontrolling interest in the acquiree and recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase.
SFAS No. 141(R) applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
In
December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” - an amendment of ARB No. 51
(“SFAS No. 160”). SFAS No. 160 changes the accounting for
noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component
of consolidated shareholders’ equity, the elimination of “minority interest”
accounting in results of operations and changes in the accounting for both
increases and decreases in a parent’s controlling ownership interest.
SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008, and early adoption is prohibited. The Company does not
expect SFAS No. 160 to have a material impact on the Company’s
financial position or results of operations.
In
February 2007, the FASB issued Statement No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities” including an amendment of FASB
Statement No. 115 (“SFAS No. 159”), which allows an entity the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities under an
instrument-by-instrument election. If the fair value option is elected for an
instrument, subsequent changes in fair value for that instrument will be
recognized in earnings. SFAS No. 159 also establishes additional
disclosure requirements and is effective for fiscal years beginning after
November 15, 2007, with early adoption permitted provided that the entity
also adopts Statement No. 157, “Fair Value Measurements”
(“SFAS No. 157”).
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
SFAS No. 159
is not expected to have a material impact on its results of operations or
financial position.
In
September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. In February 2008, the FASB issued FASB Staff Position
No. SFAS No. 157-2, Effective Date of FASB Statement No. 157,
which provides a one-year deferral of the effective date of
SFAS No. 157 for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements at
fair value on a recurring basis (at least annually). The adoption of
SFAS No. 157 for financial assets and financial liabilities is not
expected to have a material impact on the Company’s results of operations or
financial position.
(2)
Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent pending of a “Method and apparatus for battery testing and
measuring” which is a device intended to provide battery testing and measuring.
The Company also intends to enhance the existing prototype, obtain approval of
its patent application, and manufacture and market the product and/or seek third
party entities interested in licensing the rights to manufacture and market the
device.
In
November 2007, the Company entered into an Invention Assignment Agreement with
Moshe Averbuch, the inventor, whereby the Company acquired from Moshe Averbuch
all of the right, title and interest in the Invention known as the “Method and
apparatus for battery testing and measuring” for consideration of $12,000. The
Invention is the subject of United States Patent Application 10/707,521 which
was filed with the United States Patent and Trademark Office on December 19,
2003. The patent was approved April 2, 2008.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 10,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 15, 2008 and declared effective on March 10, 2008. As of
June 30, 2008, the Company received stock subscriptions for 10,000,000 (post
forward stock split) shares of common stock, par value $0.0001 per share, at an
offering price of $0.04 per share, and deposited proceeds of
$80,000.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of December 31, 2008,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(3)
Patent Pending
In
November 2007, the Company entered into an Invention Assignment Agreement with
Moshe Averbuch, the inventor, whereby the Company acquired from Moshe Averbuch
all of the right, title and interest in the Invention known as the “Method and
apparatus for battery testing and measuring” for consideration of $12,000. Under
the terms of the Assignment Agreement, the Company was assigned rights to the
Invention free of any liens, claims, royalties, licenses, security interests or
other encumbrances. The inventor of the Invention is not an officer or director
of the Company, or an investor or promoter of such. The Invention is the subject
of United States Patent Application 10/707,521 which was filed with the United
States Patent and Trademark Office on December 19, 2003. The patent was approved
on April 2, 2008. The historical cost of obtaining the Invention and legal fees
of $3,500 for the patent has been capitalized by the Company, and amounted to
$15,500 as of December 31, 2008. The historical cost of the Patent will be
amortized over its useful life, which is estimated to be 17 years.
(4)
Loans from Related Parties -
Directors and Stockholders
As of
December 31, 2008, loans from related parties - Directors and stockholders
amounted to $40,463, and represented working capital advances from Directors who
are also stockholders of the Company. The loans are unsecured, non-interest
bearing, and due on demand.
(5)
Common Stock
On November 20, 2007, the Company
issued 15,000,000 (post forward stock split) shares of its common stock to two
individuals who are Directors and officers for proceeds of
$300.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 10,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 15, 2008 and declared effective on March 10, 2008. As of
June 30, 2008, the Company received stock subscriptions for 10,000,000 (post
forward stock split) shares of common stock, par value $0.0001 per share, at an
offering price of $0.04 per share, and deposited proceeds of $80,000. Related
offering costs amounted to $27,400.
On
December 1, 2008, the Company implemented a 5 for 1 forward stock split on
its issued and outstanding shares of common stock to the holders of record as of
December 1, 2008. As a result of the Split, each holder of record on the Record
Date automatically received four additional shares of the Company's common
stock. After the Split, the number of shares of common stock issued and
outstanding are 25,000,000 shares. The accompanying financial statements and
related notes thereto have been adjusted accordingly to reflect this forward
stock split.
BATTERY
CONTROL CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(6)
Income Taxes
The provision (benefit) for income
taxes for the nine months ended December 31, 2008 and 2007, was as follows
(assuming a 23% effective tax rate):
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Current
Tax Provision:
|
|
|
|
|
|
|
Federal-
|
|
|
|
|
|
|
Taxable
income
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
current tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred
Tax Provision:
|
|
|
|
|
|
|
|
|
Federal-
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$
|
18,607
|
|
|
$
|
1,139
|
|
Change
in valuation allowance
|
|
|
(18,607
|
)
|
|
|
(1,139
|
)
|
|
|
|
|
|
|
|
|
|
Total
deferred tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company had deferred income tax assets as of December 31, 2008 and 2007, as
follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$
|
19,746
|
|
|
$
|
1,139
|
|
Less
- Valuation allowance
|
|
|
(19,746
|
)
|
|
|
(1,139
|
)
|
|
|
|
|
|
|
|
|
|
Total
net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended December 31, 2008, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
As of
December 31, 2008, the Company had approximately $85,852 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in the year 2028.
(7)
Related Party
Transactions
As
described in Note 4, as of December 31, 2008, the Company owed $40,463 to
Directors, officers, and principal stockholders of the Company for working
capital loans.
As of
December 31, 2008, fees for CFO services in the amount of $18,500 were paid to a
related party.
(8)
Concentration of Credit
Risk
The
Company’s cash and cash equivalents are invested in a major bank
in Israel and are not insured. Management believes that the financial
institution that holds the Company’s investments are financially sound and
accordingly, minimal credit risk exists with respect to these
investments.
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