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 March 31, 2009
or
o 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
BATTERY CONTROL CORP.
(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 o No o
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 o No o
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 �� o Accelerated Filer o
Non-accelerated filer o 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:
Class | | Shares outstanding | | Date |
Common, $.0001 par value | | | 50,000,000 | | May 13 2009 |
BATTERY CONTROL CORP.
Form 10-Q
Index
| Page |
| |
Part I – FINANCIAL INFORMATION | |
| |
Item 1. Financial Statements (Unaudited) | F-1 |
| |
Condensed Balance Sheet | F-2 |
| |
Condensed Statements of Operations | F-3 |
| |
Condensed Statements of Cash Flows | F-5 |
| |
Notes on Condensed Financial Information | F-6 |
| |
Item 2 Management’s Discussion and Analysis or Plan of Operation | 3 |
| |
Item 3 Control and Procedures | 9 |
| |
Part II. OTHER INFORMATION | |
| |
Item 1. Legal Proceedings | 9 |
| |
Item 2. Changes in Securities | 9 |
| |
Item 3. Defaults Upon Senior Securities | 9 |
| |
Item 4. Submission Of Matters To A Vote of Security Holders | 9 |
| |
Item 5. Other Information | 10 |
| |
Item 6. Exhibits and Reports on Form 8 -K | 10 |
| |
Signatures | 10 |
| |
Certifications | 11 |
Part I: Financial Information
Item 1. Financial Statements
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
MARCH 31, 2009
Financial Statements- | | | |
| | | |
Balance Sheets as of March 31, 2009 and December 31, 2008 | | | F-2 | |
| | | | |
Statements of Operations for the Three Months Ended March 31, 2009 and 2008, and Cumulative from Inception | | | F-3 | |
| | | | |
Statement of Stockholders’ Equity for the Period from Inception Through March 31, 2009 | | | F-4 | |
| | | | |
Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008, and Cumulative from Inception | | | F-5 | |
| | | | |
Notes to Financial Statements | | | F-6 | |
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF MARCH 31, 2009 AND DECEMBER 31, 2008
| | As of | | | As of | |
| | March 31, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (Unaudited) | | | (Audited) | |
ASSETS | | | | | | |
Current Assets: | | | | | | |
Cash in bank | | $ | 545 | | | $ | 1,381 | |
| | | | | | | | |
Total current assets | | | 545 | | | | 1,381 | |
| | | | | | | | |
Other Assets: | | | | | | | | |
Patent, net of amortization of $684 and $456, respectively | | | 14,816 | | | | 15,044 | |
| | | | | | | | |
Total other assets | | | 14,816 | | | | 15,044 | |
| | | | | | | | |
Total Assets | | $ | 15,361 | | | $ | 16,425 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
Current Liabilities: | | | | | | | | |
Accrued liabilities | | $ | 13,000 | | | $ | 8,548 | |
Loans from related parties - Directors and stockholders | | | 43,463 | | | | 40,463 | |
| | | | | | | | |
Total current liabilities | | | 56,463 | | | | 49,011 | |
| | | | | | | | |
Total liabilities | | | 56,463 | | | | 49,011 | |
| | | | | | | | |
Commitments and Contingencies | | | | | | | | |
| | | | | | | | |
Stockholders' (Deficit) | | | | | | | | |
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 50,000,000 shares issued and outstanding | | | 5,000 | | | | 5,000 | |
Additional paid-in capital | | | 50,966 | | | | 50,966 | |
Discount on common stock | | | (2,700 | ) | | | (2,700 | ) |
(Deficit) accumulated during the development stage | | | (94,368 | ) | | | (85,852 | ) |
| | | | | | | | |
Total stockholders' (deficit) | | | (41,102 | ) | | | (32,586 | ) |
| | | | | | | | |
Total Liabilities and Stockholders' (Deficit) | | $ | 15,361 | | | $ | 16,425 | |
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 THREE MONTHS ENDED MARCH 31, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH MARCH 31, 2009
(Unaudited)
| | Three Months | | | Three Months | | | | |
| | Ended | | | Ended | | | Cumulative | |
| | March 31, | | | March 31, | | | From | |
| | 2009 | | | 2008 | | | Inception | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | |
General and administrative- | | | | | | | | | | | | |
Professional fees | | | 8,238 | | | | 9,038 | | | | 71,425 | |
Legal - incorporation | | | - | | | | - | | | | 2,200 | |
Consulting - related party | | | - | | | | - | | | | 18,500 | |
Amortization | | | 228 | | | | - | | | | 684 | |
Other | | | 50 | | | | 518 | | | | 1,559 | |
| | | | | | | | | | | | |
Total general and administrative expenses | | | 8,516 | | | | 9,556 | | | | 94,368 | |
| | | | | | | | | | | | |
(Loss) from Operations | | | (8,516 | ) | | | (9,556 | ) | | | (94,368 | ) |
| | | | | | | | | | | | |
Other Income (Expense) | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Provision for income taxes | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Net (Loss) | | $ | (8,516 | ) | | $ | (9,556 | ) | | $ | (94,368 | ) |
| | | | | | | | | | | | |
(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 | | | 50,000,000 | | | | 30,000,000 | | | | | |
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 MARCH 31, 2009
(Unaudited)
| | | | | | | | | | | | | | (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 | | | 30,000,000 | | | | 3,000 | | | | - | | | | (2,700 | ) | | | - | | | | (300 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the year | | | - | | | | - | | | | - | | | | - | | | | (4,950 | ) | | | - | | | | (4,950 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - December 31, 2007 | | | 30,000,000 | | | $ | 3,000 | | | $ | - | | | $ | (2,700 | ) | | $ | (4,950 | ) | | $ | (300 | ) | | $ | (4,950 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock subscription payment received | | | - | | | | - | | | | - | | | | - | | | | - | | | | 300 | | | | 300 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued | | | 20,000,000 | | | | 2,000 | | | | 50,966 | | | | - | | | | - | | | | - | | | | 52,966 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the year | | | - | | | | - | | | | - | | | | - | | | | (80,902 | ) | | | - | | | | (80,902 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - December 31, 2008 | | | 50,000,000 | | | $ | 5,000 | | | $ | 50,966 | | | $ | (2,700 | ) | | $ | (85,852 | ) | | $ | - | | | $ | (32,586 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | | - | | | | - | | | | - | | | | (8,516 | ) | | | - | | | | (8,516 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - March 31, 2009 | | | 50,000,000 | | | $ | 5,000 | | | $ | 50,966 | | | $ | (2,700 | ) | | $ | (94,368 | ) | | $ | - | | | $ | (41,102 | ) |
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 THREE MONTHS ENDED MARCH 31, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH MARCH 31, 2009
(Unaudited)
| | Three Months | | | Three Months | | | | |
| | Ended | | | Ended | | | Cumulative | |
| | March 31, | | | March 31, | | | From | |
| | 2009 | | | 2008 | | | Inception | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Operating Activities: | | | | | | | | | |
Net (loss) | | $ | (8,516 | ) | | $ | (9,556 | ) | | $ | (94,368 | ) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | | | | | | | | | | | | |
Amortization | | | 228 | | | | - | | | | 684 | |
Changes in net liabilities- | | | | | | | | | | | | |
Accrued liabilites | | | 4,452 | | | | (20,200 | ) | | | 13,000 | |
| | | | | | | | | | | | |
Net Cash Used in Operating Activities | | | (3,836 | ) | | | (29,756 | ) | | | (80,684 | ) |
| | | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | | |
Acquisition and costs of patent pending | | | - | | | | - | | | | (15,500 | ) |
| | | | | | | | | | | | |
Net Cash Used in Investing Activities | | | - | | | | - | | | | (15,500 | ) |
| | | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | | |
Issuance of common stock | | | - | | | | - | | | | 53,266 | |
Loans from related parties - Directors and stockholders | | | 3,000 | | | | 30,280 | | | | 43,463 | |
| | | | | | | | | | | | |
Net Cash Provided by Financing Activities | | | 3,000 | | | | 30,280 | | | | 96,729 | |
| | | | | | | | | | | | |
Net (Decrease) Increase in Cash | | | (836 | ) | | | 524 | | | | 545 | |
| | | | | | | | | | | | |
Cash - Beginning of Period | | | 1,381 | | | | - | | | | - | |
| | | | | | | | | | | | |
Cash - End of Period | | $ | 545 | | | $ | 524 | | | $ | 545 | |
| | | | | | | | | | | | |
Supplemental Disclosure of Cash Flow Information: | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | |
Interest | | $ | - | | | $ | - | | | $ | - | |
Income taxes | | $ | - | | | $ | - | | | $ | - | |
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 Commission (“SEC”) to register and sell in a self-directed offering 20,000,000 (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 20,000,000 (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.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of March 31, 2009, and for the periods ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2009, and the results of its operations and its cash flows for the periods ended March 31, 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2009. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2008, filed with the SEC, for additional information, including significant accounting policies.
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.
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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 March 31, 2009.
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.
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 March 31, 2009, 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.
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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 March 31, 2009, 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 March 31, 2009, and expenses for the period ended March 31, 2009, and cumulative from inception. Actual results could differ from those estimates made by management.
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.
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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”).
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.
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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 Commission (“SEC”) to register and sell in a self-directed offering 20,000,000 (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 20,000,000 (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 March 31, 2009, 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.
(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, nor 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 of $12,000 and legal fees of $3,500 for the patent have been capitalized by the Company. 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 March 31, 2009, loans from related parties - Directors and stockholders amounted to $43,463, 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 30,000,000 (post forward stock split) shares of its common stock to two individuals who are Directors and officers for proceeds of $300.
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The Company commenced a capital formation activity to submit a Registration Statement on Form SB-2 to the Securities and Exchange Commission (“SEC”) to register and sell in a self-directed offering 20,000,000 (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 20,000,000 (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.
On March 24, 2009, the Company implemented a 2 for 1 forward stock split on its issued and outstanding shares of common stock to the holders of record as of March 24, 2009. As a result of the split, each holder of record on the record date automatically received one additional share of the Company's common stock. After the split, the number of shares of common stock issued and outstanding are 50,000,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.
(6) Income Taxes
The provision (benefit) for income taxes for the nine months ended March 31, 2009, was as follows (assuming a 23% effective tax rate):
| | 2009 | |
| | | |
Current Tax Provision: | | | |
Federal- | | | |
Taxable income | | $ | - | |
| | | | |
Total current tax provision | | $ | - | |
| | | | |
Deferred Tax Provision: | | | | |
Federal- | | | | |
Loss carryforwards | | $ | 1,959 | |
Change in valuation allowance | | | (1,959 | ) |
| | | | |
Total deferred tax provision | | $ | - | |
The Company had deferred income tax assets as of March 31, 2009, as follows:
| | 2009 | |
| | | | |
Loss carryforwards | | $ | 21,705 | |
Less - Valuation allowance | | | (21,705 | ) |
| | | | |
Total net deferred tax assets | | $ | - | |
BATTERY CONTROL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The Company provided a valuation allowance equal to the deferred income tax assets for the period ended March 31, 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of March 31, 2009, the Company had approximately $94,368 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 March 31, 2009, the Company owed $43,463 to Directors, officers, and principal stockholders of the Company for working capital loans.
(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 is financially sound and accordingly, minimal credit risk exists with respect to these investments.
Item 2. Management’s Discussion and Analysis and Plan of Operations.
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:
· 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.
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.
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.
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.
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 Uoc. 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.
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.
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, 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.
PLAN OF OPERATIONS
Liquidity, Capital Resources and Operations:
During the fiscal quarter ended March 31, 2009 and 2008, net cash used by operating activities was $3,836 and $29,756 , respectively. The Company incurred net losses of $ 8,516 and $9,556 for the fiscal quarter ended March 31, 2009 and march 31, 2008, respectively. Additionally, at March 31, 2009, the Company had a Stockholders’ (Deficit) of approximately $41,402.
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
We may be wrong in our estimates of funds required in order to proceed with developing a prototype and executing our general business plan described herein. Should we need additional funds, we would attempt to raise these funds through additional private placements or by borrowing money. We do not have any arrangements with potential investors or lenders to provide such funds and there is no assurance that such additional financing will be available when required in order to proceed with the business plan or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing the additional capital needed to continue operations within the time required, we may not be in a position to continue operations.
Results of Operations:
For the Three Months Ended March 31, 2009
Our balance sheet as of March 31, 2009 reflects cash in the amount of $545. 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 three months ended March 31 2009 amounted to $8,516.
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. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control, including regulatory actions, market acceptance of our products and services, new products and service introductions, and competition.
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 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 5. Other Information
None
Item 6. | 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, Battery Control Corp. has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on May 13, 2009.
Battery Control Corp. |
| |
By: | /s/ Jason Fine |
| |
Jason Fine, President and CEO |
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 May 15, 2009.
Signature | | Title | | Date |
| | | | |
/s/ Jason Fine | | President and CEO | | May 13, 2009 |
Jason Fine | | and Director | | |
| | | | |
/s/ Asher Zwebner | | Chief Financial Officer | | May 13, 2009 |
Asher Zwebner | | | | |