UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2012~~2013

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

For the transition period from to

000-53696

(Commission File No.)

BIOLOG, INC.

(Exact name of registrant as specified in its charter)`

Utah

87-0279370

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Indemnification No.)

123 Parker Avenue, Liverpool, NY 13088

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code ((315) 560-5505

Indicate by check mark whether 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. (X) Yes ( ) No

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

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

Large accelerated filer ( ) Accelerated filer ( ) Non-accelerated filer ( ) Smaller reporting company (X)

Non-accelerated filer Smaller reporting company (X)

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) (X )Yes ( ) No

The number of shares of common stock, $.001 par value per share, of the registrant that is outstanding as of October 24, 2012 is 40,436,710 shares.

BIOLOG, INC.
SEPTEMBER 30, 2012
	PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	(Unaudited) Balance Sheets As of September 30, 2012 As of December 31, 2011	3
	(Unaudited) Statements of Operations For the three months ended September 30, 2012 and September 30, 2011 For the nine months ended September 30, 2012 and September 30, 2011 For the cumulative period from February 18, 1927 (Date of Inception) to September 30, 2012	4
	(Unaudited) Statements of Cash Flows For the nine months ended September 30, 2012 and September 30, 2011 For the cumulative period from February 18, 1927 (Date of Inception) to September 30, 2012	5
	(Unaudited) Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item1A.	Risk Factors	24
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mining Safety Disclosure	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	SIGNATURES	33

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

(X )Yes ( ) No

The number of shares of common stock, $.001 par value per share, of the registrant that is outstanding as of the date of this report and July 9, 2014, is 40,436,740 shares.

PART I. FINANCIAL INFORMATION

BIOLOG, INC.
SEPTEMBER 30, 2013

	PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	(Unaudited) Balance Sheets As of September 30, 2013 As of December 31, 2012	4
	(Unaudited) Statements of Operations For the three months ended September 30, 2013 and September 30, 2012 For the nine months ended September 30, 2013 and September 30, 2012	5
	(Unaudited) Statements of Cash Flows For the nine months ended September 30, 2013 and September 30, 2012	6
	(Unaudited) Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis or Plan of Operation	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item1A.	Risk Factors	23
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mining Safety Disclosure	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

	SIGNATURES	31

ITEM 1. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS

BIOLOG INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
	September 30,			December 31,
	2012			2011
ASSETS
Current Assets:
Cash	$	501		$	434
Accounts receivable		374			354
Total Current Assets		875			788
Property and Equipment:
Payphone equipment		5,000			5,000
Less accumulated depreciation		(2,083	)		(1,333	)
Net property and equipment		2,917			3,667
TOTAL ASSETS	$	3,792		$	4,455
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		49,020			43,717
Accounts payable - related parties		13,300			9,800
Convertible notes - related parties		59,250			39,427
Interest payable - related parties		7,170			4,150
Total Current Liabilities		128,740			97,094
Stockholders' Deficit:
Preferred Stock, par value $.001, 10,000,000 shares authorized,
none issued and outstanding at September 30, 2012 and December 31, 2011		-			-
Common Stock, par value $.001, 100,000,000 shares authorized,
40,436,710 shares issued and outstanding at
September 30, 2012 and December 31, 2011		40,440			40,440
Additional paid-in capital		(2,123	)		(2,123	)
Deficit accumulated during the development stage		(163,265	)		(130,956	)
Total Stockholders' Deficit		(124,948	)		(92,639	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,792		$	4,455
The accompanying notes are an integral part of these unaudited financial statements.

BIOLOG, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended						Nine Months Ended						February 18, 1927
	September 30,						September 30,						(Inception) to
	2012			2011			2012			2011			September 30, 2012
Revenues:
Income	$	1,947		$	1,784		$	5,023		$	5,355		$	14,205
Cost of services		(2,073	)		(1,623	)		(5,308	)		(5,134	)		(14,758	)
Gross Loss		(126	)		161			(285	)		221			(553	)
Operating Expenses:
Accounting and bookkeeping		4,500			3,500			14,500			13,000			58,000
Consulting		-			-			-			-			32,000
Legal		-			-			1,955			-			1,955
Other general and administrative expenses		2,882			4,736			12,249			12,774			61,828
Total Operating Expenses		7,382			8,236			28,704			25,774			153,783
Operating Loss		(7,508	)		(8,075	)		(28,989	)		(25,553	)		(154,336	)
Other Expense:
Interest expense		(1,111	)		(708	)		(3,020	)		(1,783	)		(8,205	)
Loss Before Income Taxes		(8,619	)		(8,783	)		(32,009	)		(27,336	)		(162,541	)
Income tax provision		(300	)		-			(300	)		-			(724	)
Net Loss	$	(8,919	)	$	(8,783	)	$	(32,309	)	$	(27,336	)	$	(163,265	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
								.
Weighted average common shares outstanding		40,436,710			40,436,710			40,436,710			40,436,710
The accompanying notes are an integral part of these unaudited financial statements.

PART I. FINANCIAL INFORMATION

4ITEM 1. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS

BIOLOG, INC.
BIOLOG INC.
(A Development Stage Company)
BALANCE SHEETS
STATEMENT OF CASH FLOWS
(Unaudited)
(Unaudited)
	September 30,		December 31,
		Nine Months Ended						February 18, 1927
	2013		2012
		September 30,						(Inception) to
ASSETS
		2012			2011			September 30, 2012
Current Assets:
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash	$ 70		$ 150
Net Loss		$	(32,309	)	$	(27,336	)	$	(163,265	)
Accounts receivable	228		705
Adjustments to reconcile net loss to net cash
Total Current Assets	298		855
used in operating activities:
Property and equipment:
Common stock issued for services			-			-			32,000
Payphone equipment	5,000		5,000
Depreciation			750			750			2,083
Less accumulated depreciation	(3,083)		(2,333)
Changes in operating assets and liabilities:
Net property and equipment	1,917		2,667
Accounts receivable			(20	)		197			(374	)
TOTAL ASSETS	$ 2,215		$ 3,522
Accounts payable			5,303			3,520			49,020
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable - related party			3,500			3,000			13,300
Current Liabilities:
Interest payable			3,020			1,783			7,170
Accounts payable and accrued expense	$ 69,833		$ 54,220
Net Cash Used in Operating Activities			(19,756	)		(18,086	)		(60,066	)
Accounts payable to related parties	18,200		14,300
CASH FLOWS FROM FINANCING ACTIVITIES:
Convertible notes to related parties	59,250		59,250
Proceeds from convertible notes - related parties			19,823			18,489			59,250
Interest payable to related parties	11,910		8,365
Proceeds from shareholder advances			-			-			1,317
Total Current Liabilities	159,193		136,135
Net Cash Provided by Financing Activities			19,823			18,489			60,567
Stockholders' Deficit:
Net increase in cash			67			403			501
Preferred Stock, par value $.001, 10,000,000 shares authorized,
Cash at beginning of period			434			28			-
none issued and outstanding at September 30, 2013 and December 31, 2012	-		-
Cash at end of period		$	501		$	431		$	501
Common Stock, par value $.001, 100,000,000 shares authorized, 40,436,710
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
shares issued and outstanding at September 30, 2013 and December 31, 2012	40,440		40,440
Cash paid during the period for:
Additional paid-in capital	(2,123)		(2,123)
Interest		$	-		$	-		$	-
Accumulated deficit	(195,295)		(170,930)
Income taxes			300			-			724
Total Stockholder's Deficit	(156,978)		(132,613)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$ 2,215		$ 3,522
Common stock issued for shareholder advances		$	-		$	-		$	1,317
The accompanying notes are an integral part of these unaudited financial statements.
Common stock issued for equipment			-			-			5,000
Accounts payable converted to convertible notes			-			-			22,800
Convertible notes and accrued interest cancelled, converted to accounts payable			-			-			23,834
The accompanying notes are an integral part of these unaudited financial statements.

BIOLOG, INC.

BIOLOG, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2013	2012	2013	2012
Revenues:
Income	$ 1,902	$ 1,948	$ 5,751	$ 5,023
Cost of services	(2,273)	(2,072)	(6,791)	(5,307)
Gross Profit (Loss)	(371)	(124)	(1,040)	(284)

Operating Expenses:
Accounting and bookkeeping	2,300	4,500	10,900	14,500
Legal	-	-	-	1,955
Other general and administrative expenses	3,100	2,883	8,880	12,250
Total Operating Expenses	5,400	7,383	19,780	28,705

Operating Loss	(5,771)	(7,507)	(20,820)	(28,989)

Other Expense:
Interest expense	(1,194)	(1,111)	(3,545)	(3,020)
Loss Before Income Taxes	(6,965)	(8,618)	(24,365)	(32,009)

Income Tax Provision	-	-	-	(300)

Net Loss	$ (6,965)	$ (8,618)	$ (24,365)	$ (32,309)

Basic and diluted net loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

Weighted average common shares outstanding	40,436,710	40,436,710	40,436,710	40,436,710

The accompanying notes are an integral part of these unaudited financial statements.

~~(A DEVELOPMENT STAGE COMPANY)~~5

NOTES TO FINANCIAL STATEMENTS

BIOLOG, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended
	September 30,
	2013	2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (24,365)	$ (32,309)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation	750	750
Changes in operating assets and liabilities:
Accounts receivable	477	(20)
Accounts payable and accrued expense	15,613	18,603
Accounts payable to related parties	3,900	(9,800)
Interest payable to related parties	3,545	3,020
Net Cash Used in Operating Activities	(80)	(19,756)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes to related parties	-	19,823
Net Cash Provided by Financing Activities	-	19,823

Net (decrease) increase in cash	(80)	67
Cash at beginning of period	150	434
Cash at end of period	$ 70	$ 501

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$ -	$ -
Income taxes	-	300

The accompanying notes are an integral part of these unaudited financial statements.

~~(UNAUDITED)~~6

~~NOTE~~BIOLOG, 1INC. NOTES –TO ~~ORGANIZATION~~FINANCIAL ~~AND BASIS OF PRESENTATION~~STATEMENTS (UNAUDITED)

~~The~~NOTE ~~accompanying~~1 ~~unaudited~~–BASIS ~~interim~~OF financial statements of Biolog, Inc. (“we”, “our”, “Biolog” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Biolog’s audited 2011 annual financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods present have been reflected herein. The results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Biolog’s fiscal 2011 financial statements have been omitted.PRESENTATION

~~Nature~~The accompanying unaudited interim financial statements of ~~Business~~Biolog, Inc. (“we”, “our”, “Biolog” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Biolog’s audited 2012 annual financial statements and notes thereto filed on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods present have been reflected herein. The results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Biolog’s fiscal 2012 financial statements have been omitted.

~~The~~Recent ~~Company~~Accounting ~~is primarily in the business of providing the use of outdoor payphones, and providing telecommunication services.~~Pronouncements

~~Revenue~~On ~~Recognition~~June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. The Company early adopted this standard for the period covered by the report herein.

~~The~~NOTE ~~Company~~2 ~~derives~~– ~~its~~GOING ~~revenue from the sources described below, which includes dial-around revenues, coin collections, and local payphone customer revenue for telephone service.~~CONCERN

~~Coin~~The ~~revenues~~accompanying ~~are~~financial ~~recorded~~statements inhave anbeen ~~equal amount to the coins collected. Local service revenue is realized~~ prepared on the ~~date~~basis ~~the~~of ~~payphone~~accounting ~~customer~~principles isapplicable ~~invoiced~~to ~~for~~a ~~telecommunication~~“going ~~services~~concern”, ~~these~~which ~~are~~assume ~~monthly~~that ~~charges~~Biolog ~~for~~will ~~payphone~~continue ~~service~~in operation for ~~local~~at ~~customers.~~least ~~Dial~~one ~~Around~~year ~~revenues~~and ~~are~~will ~~earned~~be ~~when~~able ~~a customer uses the Company’s payphone~~ to ~~gain~~realize ~~access~~its toassets ~~a different long distance carrier than is already programmed into the phone. The Dial Around revenue is recognized when the billing~~ and ~~collection~~discharge ~~agent~~its ofliabilities ~~the~~in ~~Company, APCC, calculates and compensates~~ the ~~Company~~normal ~~for~~course ~~the use~~ of ~~the payphone on a quarterly basis by billing the actual party’s long distance carrier that received the calls~~operations. ~~The date of the Dial Around revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.~~

~~The~~Several ~~Company~~conditions ~~recognizes~~and ~~revenues~~events incast ~~accordance~~substantial ~~with~~doubt about ~~the~~Biolog’s ~~Securities~~ability ~~and~~to ~~Exchange~~continue ~~Commission~~as ~~Staff~~a ~~Accounting~~going ~~Bulletin~~concern. ~~(SAB)~~Biolog ~~number~~has ~~104,~~a ~~"Revenue~~working ~~Recognition." SAB~~capital ~~104~~deficit ~~clarifies~~of ~~application~~$158,895 as of U.September S.30, 2013, ~~generally~~has ~~accepted~~incurred ~~accounting~~net ~~principles~~losses toof ~~revenue~~$195,295 ~~transactions. The~~for ~~Company~~the ~~recognizes~~period ~~revenue~~from ~~when~~February ~~the~~18, ~~earnings~~1927 ~~process~~(inception) isto ~~complete. That~~September is30, ~~when~~2013, ~~the~~has ~~arrangements~~had oflimited revenues ~~the~~and ~~goods~~requires ~~are~~additional ~~documented,~~financing ~~the~~in ~~pricing~~order ~~becomes~~to ~~final~~finance ~~and~~its ~~collectability~~business isactivities ~~reasonably~~on ~~assured~~an ongoing basis. AnBiolog’s ~~allowance~~future capital ~~for~~requirements ~~bad~~will ~~debt~~depend ison ~~provided~~numerous ~~based~~factors onincluding, ~~estimated~~but ~~losses.~~not ~~For~~limited ~~revenue~~to, ~~received~~continued progress in ~~advance~~finding ~~for~~a ~~goods,~~merger candidate and the ~~Company~~pursuit ~~records~~of abusiness ~~current~~opportunities. ~~liability~~Biolog ~~classified~~is asactively ~~either~~pursuing ~~deferred~~alternative ~~revenue~~financing orand ~~customer~~has ~~deposits.~~had Asdiscussions ofwith ~~September~~various third 30parties, ~~2012~~although no firm commitments have been obtained. In the interim, ~~there~~shareholders ~~was~~of noBiolog ~~deferred~~have ~~revenue~~committed to meeting its minimal operating expenses.

6Management believes that actions presently being taken to revise Biolog’s operating and financial requirements provide them with the opportunity to continue as a going concern.

~~BIOLOG~~These financial statements do not reflect adjustments that would be necessary if Biolog were unable to continue as a going concern. While management believes that the actions already taken or planned, ~~INC~~will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If Biolog were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

~~(A DEVELOPMENT STAGE COMPANY)~~7

~~NOTES~~NOTE TO3 ~~FINANCIAL~~– ~~STATEMENTS~~RELATED PARTY TRANSACTIONS

~~(UNAUDITED)~~In 2010 and 2011, Biolog received advances from Joseph Passalaqua and these amounts were reclassified as a Convertible Notes Payable. In 2011 and 2012 Biolog received loans from Mary Passalaqua and Cobalt Blue LLC of which Mary Passalaqua is President and these amounts were classified as a Convertible Notes Payable. The unpaid balance under these Notes shall be convertible at the option of the Holder into the shares of the Maker’s Common Stock at any time prior to the earlier repayment in full of this Note or the Maturity Date, upon Maker’s receipt of written notice by Holder. The price per share of Maker’s Common Stock into which such unpaid balance may be converted shall be $.001. The notes bear interest at 8% per annum. As of September 30, 2013, Biolog owes $59,250 on principal of all Convertible Notes held to related parties, with interest accrued of $11,910.

~~NOTE~~As 1of –September ~~ORGANIZATION~~30, ~~AND~~2013, ~~BASIS~~Biolog OFhas ~~PRESENTATION~~incurred ~~(Continued)~~a liability to Lyboldt-Daly in the amount of $18,200. Lyboldt-Daly completed the bookkeeping and internal accounting for Biolog, Inc. Joseph Passalaqua is President of Lyboldt-Daly and a majority shareholder in Biolog, Inc. The liability is unsecured and due on demand.

~~Accounts~~As ~~Receivable~~of September 30, 2013, all activities of Biolog have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Biolog for the use of these facilities and there are no commitments for future use of the facilities.

~~Accounts~~NOTE ~~receivable~~4 ~~consists~~- ofCONVERTIBLE ~~local~~NOTES ~~service revenue and APCC dial around revenue. The accounts receivable balance was $354 as of December 31, 2011 and $374 as of September 30, 2012.~~PAYABLE

~~Fixed~~In ~~Assets~~2009 and 2010, Biolog incurred liabilities to Joseph Passalaqua in the amount of $20,488. These amounts were reclassified as a Convertible Notes Payable. The notes bear simple interest at 8% per annum. Biolog owed Joseph Passalaqua $20,488 on principal on these notes, with interest accrued of $1,575. In 2011, $75 was reclassified as a Convertible Note Payable to Cobalt Blue LLC. As of September 30, 2013, Biolog owes Joseph Passalaqua $20,413 in principal these notes, with interest accrued of $6,064.

~~Fixed~~As ~~assets~~of ~~are stated at cost. On~~ September 130, ~~2010~~2013, ~~Amanda Godin, the previous President of~~ Biolog ~~contributed~~incurred ~~payphone~~liabilities to ~~equipment~~Mary ~~valued~~Passalaqua ~~at $5,000~~ in ~~exchange for common stock. Depreciation expense for~~ the ~~year~~amount ~~ended~~of ~~December 31, 2011 was~~ $112,~~333~~800. ~~and~~The ~~for~~notes ~~the~~bear ~~nine~~simple ~~months~~interest ~~ended~~at ~~September~~8% ~~30,~~per ~~2012 was $750~~annum. As of September 30, ~~2012~~2013, ~~accumulated~~Biolog ~~depreciation~~owes Mary ~~was~~Passalaqua $212,~~083. Depreciation~~800 isin ~~computed~~principal ~~using~~these ~~the~~notes, ~~straight-line~~with ~~method~~interest ofaccrued ~~the estimated economic useful lives~~ of ~~the related assets as follows:~~$2,176.

Asset				Useful Lives
Payphone Equipment	$	5,000		5 years
Depreciation expense for the nine months ended September 30, 2012		(750	)
Accumulated depreciation as of December 31, 2011		(1,333	)
Net value of equipment as of September 30, 2012	$	2,917

As of September 30, 2013, Biolog incurred liabilities to Cobalt Blue LCC, of which Mary Passalaqua is the President, in the amount of $26,037. The notes bear simple interest at 8% per annum. As of September 30, 2013, Biolog owes Cobalt Blue LLC $26,037 in principal these notes, with interest accrued of $3,670.

~~Upon~~The ~~sale~~above ornotes ~~other~~are ~~disposition~~convertible ofinto ~~property~~common ~~and~~stock ~~equipment,~~of Biolog ~~the~~at ~~cost~~a ~~and~~rate ~~related~~of ~~accumulated~~$0.001. ~~depreciation~~Biolog orevaluated ~~amortization~~the ~~are~~convertible ~~removed~~portion ~~from~~of the ~~accounts~~above ~~and~~debt ~~any~~at ~~gain~~issuances orunder ~~loss~~ASC is815-20 ~~included~~and inASC ~~the~~815-40 for ~~determination~~consideration of ~~income~~classification oras ~~loss.~~a ~~Expenditures~~liability ~~for~~and ~~maintenance~~derivative and ~~repairs~~determined ~~are~~both ~~charged~~were tonot ~~expense~~applicable. asBiolog ~~incurred. Major~~then ~~overhauls~~evaluated the ~~and~~convertible ~~betterments~~portion ~~are~~under ~~capitalized~~ASC 470-20-05 and ~~depreciated~~ASC ~~over~~470-20-30 ~~their~~for ~~estimated~~consideration ~~economic~~of ~~useful~~beneficial ~~lives~~conversion feature and determined none existed.

Maintenance and repairs are charged to operations; betterments are capitalized. The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income.8

NOTE 25 – ~~GOING~~COMMON ~~CONCERN~~STOCK

~~The~~As ~~accompanying financial statements have been prepared on the basis~~ of ~~accounting~~December ~~principles~~31, ~~applicable~~2012 toand aSeptember ~~“going~~30, ~~concern”~~2013, ~~which assume that~~ Biolog has ~~will~~100,000,000 ~~continue~~shares inof ~~operation~~common ~~for~~stock authorized at ~~least~~$0.001 ~~one~~par ~~year~~value ~~and~~per ~~will~~share ~~be able to realize its assets~~ and ~~discharge~~40,436,710 ~~its~~shares ~~liabilities~~of incommon ~~the~~stock ~~normal~~issued ~~course of operations~~and outstanding.

~~Several~~NOTE ~~conditions~~6 ~~and~~– ~~events~~PREFERRED ~~cast~~STOCK substantial doubt about Biolog’s ability to continue as a going concern. Biolog has a working capital deficit of $127,865 as of September 30, 2012, has incurred net losses of $163,265 for the period from February 18, 1927 (inception) to September 30, 2012, has had limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. Biolog’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. Biolog is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of Biolog have committed to meeting its minimal operating expenses.

7As of December 31, 2012 and September 30, 2013, Biolog had 10,000,000 shares of preferred stock authorized at $0.001 and no shares of preferred stock issued and outstanding.

~~BIOLOG,~~NOTE ~~INC.~~7 – SUBSEQUENT EVENTS

(ADuring ~~DEVELOPMENT~~January ~~STAGE~~and ~~COMPANY)~~March 2014, related parties Joseph Passalaqua loaned the company an additional $400 and Cobalt Blue LLC loaned the company an additional $5,000. These amounts are held in Convertible Notes Payable to the related parties and bear simple interest at 8% per annum.

~~NOTES~~On TOApril ~~FINANCIAL~~1, ~~STATEMENTS~~2014, the Company issued 30 shares of common stock to Cede & Co. to adjust the number of shares issued and outstanding to a corrected amount. The adjustment was due to an error in the rounding of fractional shares during the 2010 forward split.

~~(UNAUDITED)~~9

~~NOTE~~ITEM 2. –MANAGEMENT'S ~~GOING~~DISCUSSION ~~CONCERN~~AND ~~(Continued)~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~These~~Forward ~~financial~~Looking statements do not reflect adjustments that would be necessary if Biolog were unable to continue as a going concern. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If Biolog were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.Statements

~~NOTE~~This 3Form –10-Q ~~RELATED~~contains ~~PARTY~~forward-looking ~~TRANSACTIONS~~statements (rather than historical facts) that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

InBASIS ~~2010~~OF and 2011, Biolog received advances from Joseph Passalaqua and these amounts were reclassified as a Convertible Notes Payable. In 2011 and 2012 Biolog received loans from Mary Passalaqua and Cobalt Blue LLC of which Mary Passalaqua is President and these amounts were classified as a Convertible Notes Payable. The unpaid balance under these Notes shall be convertible at the option of the Holder into the shares of the Maker’s Common Stock at any time prior to the earlier repayment in full of this Note or the Maturity Date, upon Maker’s receipt of written notice by Holder. The price per share of Maker’s Common Stock into which such unpaid balance may be converted shall be $.001. The notes bear interest at 8% per annum. As of September 30, 2012, Biolog currently owes $59,250 on principal of all Convertible Notes held to related parties, with interest accrued of $7,170.PRESENTATION

AsThe unaudited financial statements of ~~September~~Biolog 30Inc., a ~~2012,~~Utah corporation (“Biolog,” ~~has~~the ~~incurred~~“Company,” a“our” ~~liability~~or to“we”), ~~Lyboldt-Daly~~should be read in conjunction with the ~~amount~~notes thereto. In the opinion of ~~$13~~management,~~300.~~ ~~Lyboldt-Daly~~the ~~completed~~unaudited ~~the~~financial ~~bookkeeping~~statements ~~and~~presented ~~internal~~herein ~~accounting~~reflect all adjustments (consisting only of normal recurring adjustments) necessary for ~~Biolog,~~fair ~~Inc~~presentation. ~~Joseph~~Interim ~~Passalaqua~~results isare ~~President~~not necessarily indicative of ~~Lyboldt-Daly~~results ~~and~~to abe ~~majority~~expected ~~shareholder~~for inthe ~~Biolog,~~entire ~~Inc~~year.

AsWe ofprepare ~~September~~our ~~30,~~financial ~~2012,~~statements ~~all~~in ~~activities~~accordance with ofU.S. ~~Biolog~~generally ~~have~~accepted ~~been~~accounting ~~conducted~~principals, bywhich ~~corporate~~require ~~officers~~that ~~from~~management ~~either~~make ~~their~~estimates ~~homes~~and orassumptions ~~business~~that ~~offices~~affect reported amounts. ~~Currently,~~Actual ~~there~~results ~~are~~could nodiffer ~~outstanding~~from ~~debts owed by Biolog for the use of~~ these ~~facilities and there are no commitments for future use of the facilities~~estimates.

~~NOTE~~DESCRIPTION 4OF ~~- CONVERTIBLE NOTES PAYABLE~~BUSINESS

InCorporate previous years prior to and including 2008, Biolog incurred a liability to Fidelity Stock Transfer in the amount of $15,170. In 2009, this amount was reclassified as a Convertible Note Payable. The note was bearing interest at 18% per annum in the form of monthly fees billed by Fidelity Stock Transfer Company. In 2009, the fees for additional services from Fidelity totaling $7,630 were added to the principal balance of the convertible note. On January 1, 2010, Biolog cancelled the principal of the Convertible note, $22,800 and the accrued interest on the Convertible note, $1,034 and $23,834 was reclassified as an account payable. As of September 30, 2012, $49,010 is currently owed to Fidelity Stock Transfer Company as a current liability in accounts payable.History

8We were incorporated under the name “National Treasure Mines Company” on February 18, 1927 under the laws of the State of Utah. Our original purpose was to engage in, carry on and conduct a general mining business in the State of Utah.

~~BIOLOG~~On October 31, ~~INC~~1986, we approved the merger and reorganization between our Company and Roskamp Manley Associates Inc., a California corporation (“RMA”), resulting in RMA becoming our wholly owned subsidiary. RMA remained our wholly owned subsidiary until when it was unable to remain in good standing and did not reinstate its business charter in California, resulting in the dissolution of RMA.

(AOn ~~DEVELOPMENT~~December ~~STAGE~~18, ~~COMPANY)~~1986, we filed an Amended Articles of Incorporation and changed the name of the Company to “N.T.M. Inc.”

~~NOTES~~On TOJune ~~FINANCIAL~~29, ~~STATEMENTS~~1994, we completed the acquisition of Larson # 11-28 and Zadow # 23-34, two wells in Radcliff and Mission Canyon in the State of Montana. After discovering after the acquisition that these wells were non-performing, we disposed of such assets. Because we were unable to achieve our intended purpose, we ceased operations and became dormant in 1995, at which time we did not have any assets or liabilities.

~~(UNAUDITED)~~10

~~NOTE~~We remained in this condition until we filed an Application for Reinstatement with the Utah Secretary of State on November 4, -2004. ~~CONVERTIBLE~~On ~~NOTES~~December ~~PAYABLE~~15, ~~(Continued)~~2004, we filed an Amended and Restated Articles of Incorporation, under which we changed our name to “Biolog, Inc.” Since 2004, we have not commenced any operations.

InOn ~~2009~~January ~~and~~22, ~~2010~~2009, ~~Biolog~~we ~~incurred~~filed ~~liabilities~~an toApplication ~~Joseph Passalaqua in the amount~~ of ~~$20,488. These amounts were reclassified as a Convertible Notes Payable. The notes bear simple interest at 8% per annum. Biolog owed Joseph Passalaqua $20,488 on principal on these notes,~~ Reinstatement with ~~interest~~the ~~accrued~~Utah ofSecretary ~~$1,575. In 2011, $75 was reclassified as a Convertible Note Payable to Cobalt Blue LLC. As~~ of ~~September 30, 2012, Biolog currently owes Joseph Passalaqua $20,413 in principal these notes, with interest accrued of $4,438~~State.

AsOn ofFebruary ~~September 30~~17, ~~2012~~2009, ~~Biolog~~we ~~incurred~~adopted ~~liabilities~~an Amendment to ~~Cobalt~~the ~~Blue~~Amended and ~~LCC,~~Restated Articles of ~~which~~Incorporation ~~Mary~~that ~~Passalaqua~~vacated isall ~~the~~of ~~President, in~~ the ~~amount~~previous Articles of ~~$26,037. The~~Incorporation ~~notes~~in ~~bear~~their ~~simple~~entirety, ~~interest at 8% per annum~~effective retroactively, ~~Biolog~~and ~~currently~~filed ~~owes~~such ~~Cobalt~~Amendment ~~Blue~~on ~~LLC~~April ~~$26~~20,~~037~~ in2009 ~~principal these notes,~~ with ~~interest~~the ~~accrued~~Utah Secretary of ~~$1,582~~State.

AsOn ofFebruary ~~September 30~~17, ~~2012~~2009, ~~Biolog~~our ~~incurred~~stockholders ~~liabilities~~approved toa ~~Mary~~1 ~~Passalaqua~~for in100 reverse stock split (the ~~amount~~“Reverse Split”) of ~~$12~~our common stock,~~800. The~~ ~~notes~~and ~~bear~~the ~~simple~~filing ~~interest~~of atan 8%amendment ~~per~~to ~~annum~~our Amended and Restated Articles of Incorporation to reflect the Reverse Split. ~~Biolog~~The ~~currently~~effective ~~owes~~date ~~Mary~~of ~~Passalaqua~~the ~~$12~~Reverse Split was April 20,~~800~~ in2009. ~~principal~~Upon ~~these~~effectiveness of ~~notes~~the Reverse Split, ~~with~~each ~~interest~~stockholder ~~accrued~~received one share of ~~$1,150~~common stock for every 100 shares of common stock owned and outstanding as of the record date. The Reverse Split did not affect the number of shares of common stock authorized for issuance.

~~The~~On ~~above~~September ~~notes~~1, ~~are~~2010, ~~convertible~~the ~~into~~Company ~~common~~acquired ~~stock~~payphone equipment offrom ~~Biolog~~Amanda atGodin, athe ~~rate~~President of ~~$0.001.~~ Biolog ~~evaluated~~Inc., ~~the~~in ~~convertible~~exchange ~~portion of the above debt at issuances under ASC 815-20 and ASC 815-40~~ for ~~consideration~~3,000,000 shares of ~~classification~~common asstock ~~a liability~~ and ~~derivative~~has ~~and~~commenced ~~determined~~business operations ~~both~~by ~~were~~providing ~~not applicable. Biolog then evaluated~~ the ~~convertible~~use ~~portion under ASC 470-20-05 and ASC 470-20-30 for consideration~~ of ~~beneficial~~outdoor ~~conversion~~payphones, ~~feature~~ and ~~determined~~providing ~~none~~telecommunication ~~existed~~services.

~~NOTE~~On 5November –2, ~~COMMON~~2010, ~~STOCK~~the ~~TRANSACTIONS~~Company had a resolution and amended the Articles of Incorporation to include a 10/1 forward stock split, with all fractional shares being dropped. The record date of the forward split was November 2, 2010, with the effect being retroactive back to inception. The Forward Split did not affect the number of shares of common stock authorized for issuance.

AsBUSINESS ~~of December 31, 2011 and September 30, 2012, Biolog has 100,000,000 shares of common stock authorized at $0.001 par value per share and 40,436,710 shares of common stock issued and outstanding.~~PLAN

~~NOTE~~Our 6current –principal ~~PREFERRED~~business ~~STOCK~~activity ~~TRANSACTIONS~~is to seek a suitable candidate to consummate an acquisition, merger or other suitable business combination method. More specifically, we are seeking the consummation of a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly owned entity. As a “reporting company,” we may be more attractive to a private target because our common stock is eligible to be quoted on the OTC Bulletin Board. However, there is no assurance that we will be quoted on the OTC Bulletin Board.

AsIt ofis ~~December~~the ~~31,~~intent ~~2011~~of management and ~~September~~our ~~30,~~significant ~~2012~~stockholder, Joseph ~~Biolog~~Passalaqua ~~had~~to ~~10,000,000~~provide ~~shares~~sufficient ofworking ~~preferred~~capital ~~stock~~necessary ~~authorized~~to atsupport ~~$0.001~~ and nopreserve ~~shares~~the integrity of ~~preferred~~the ~~stock~~corporate ~~issued and outstanding~~entity.

9However, there is no legal obligation for either management or our significant stockholder, Joseph Passalaqua to provide additional future funding. Should this pledge fail to provide financing and we have not identified any alternative sources of funding. There will be substantial doubt about our ability to continue as a going concern.

~~ITEM~~Our 2need for capital may change dramatically because of any business acquisition or combination transaction. There ~~MANAGEMENT'S~~can ~~DISCUSSION~~be ~~AND~~no ~~ANALYSIS~~assurance OFthat ~~FINANCIAL~~we ~~CONDITION~~will ~~AND~~identify ~~RESULTS~~any OFsuch ~~OPERATION~~business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.

~~Forward~~As ~~Looking~~a ~~Statements~~"reporting company," we may be more attractive to a private acquisition target because our common stock is eligible to be quoted on the OTC Bulletin Board although there is no assurance it will be quoted. As a result of filing this registration statement, we will be obligated to file with the Securities and Exchange Commission (the "Commission") certain periodic reports, including an annual report containing audited financial statements. We anticipate that we will continue to file such reports as required under the Exchange Act.

This Form 10-Q contains forward-looking statements (rather than historical facts) that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.11

~~BASIS~~On OFJune ~~PRESENTATION~~10, 2009, we filed a Registration Statement on Form 10SB , or the “Registration Statement”, with the Securities and Exchange Commission, or the SEC, to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective in 60 days by operation of law on August 10, 2009, or the Effective Date. Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.

~~The~~Any ~~unaudited~~person ~~financial~~or ~~statements~~entity ofmay ~~Biolog~~read ~~Inc.,~~and acopy ~~Utah~~our ~~corporation~~reports ~~(“Biolog,”~~with the Securities ~~“Company,”~~and ~~“our”~~Exchange orCommission ~~“we”),~~at ~~should~~the beSEC's ~~read~~Public inReference ~~conjunction~~Room ~~with~~at ~~the~~100 ~~notes~~F ~~thereto~~Street N.E., InWashington, D.C. 20549. The public may obtain information on the ~~opinion~~operation of ~~management,~~ the ~~unaudited~~Public ~~financial~~Room ~~statements~~by ~~presented~~calling ~~herein~~the ~~reflect~~SEC ~~all~~toll ~~adjustments~~free ~~(consisting~~at ~~only~~1-800-SEC-0330. ofThe ~~normal~~SEC ~~recurring~~also ~~adjustments)~~maintains an ~~necessary~~Internet ~~for~~site ~~fair~~at ~~presentation~~http://www. ~~Interim~~sec.gov ~~results~~where ~~are~~reports, ~~not~~proxies ~~necessarily~~and ~~indicative~~informational ofstatements ~~results~~on topublic becompanies ~~expected~~may ~~for~~be viewed by the ~~entire year~~public.

WeSERVICES ~~prepare~~AND our financial statements in accordance with U.S. generally accepted accounting principals, which require that management make estimates and assumptions that affect reported amounts. Actual results could differ from these estimates.PRODUCTS

~~DESCRIPTION~~We OFown, ~~BUSINESS~~operate and manage privately owned public payphones in the County of Delaware, State of New York. As of December 31, 2012 and September 30, 2013, we own, operate, and manage 25 payphones. The Company does not have any long-term agreements with the customers of these payphones and they may terminate their contract at will. We may pay site owners a commission based on a flat monthly rate or on a percentage of sales. Some of the businesses include, but are not limited to, retail stores, convenience stores, bars, restaurants, gas stations, colleges and hospitals. In the alternative, our agreement with business owners may be to provide the telecommunications services without the payment of any commissions.

~~Corporate~~The ~~History~~local telephone switch controls the traditional payphone technology. The local switch does not provide any services in the payphone that can benefit the owner of the phone. When we purchase phones from other companies, they come with "smart card" payphone technology. These phones have a circuit board with improved technology. The “smart card” technology allows us to determine the operational status of the payphone. It also tells us when the coins in the phone have to be collected, the number and types of calls that have been made from each phone, as well as other helpful information that helps us provide better service to our payphone using public. This upgrade of the phones reduces the number and frequency of service visits due to outages and other payphone-related problems and, in turn, reduces the maintenance costs. Other companies manufacture the components of the payphones for the industry, including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays.

WePayphone ~~were~~users ~~incorporated~~can ~~under~~circumvent the ~~name~~usual ~~“National~~payment ~~Treasure~~method ~~Mines~~and avoid ~~Company”~~inserting ona ~~February~~coin ~~18,~~by ~~1927~~using ~~under~~an ~~the~~access ~~laws~~code ofor ~~the~~800 ~~State~~number ofprovided ~~Utah~~by a long distance carrier. ~~Our~~ ~~original~~These ~~purpose~~“dial-around” numbers, ~~was~~while toconvenient ~~engage~~for inusers, ~~carry~~leave onpayphone ~~and~~service ~~conduct~~providers auncompensated ~~general~~for ~~mining~~the ~~business~~call made. The Federal Communications Commission, or the FCC, as instructed by Congress in the ~~State~~Telecommunications Act of ~~Utah~~1996, created regulations to ensure that payphone service providers receive compensation for these “dial-around” calls.

OnThe ~~October~~FCC ~~31,~~requires ~~1986, we approved~~ the ~~merger~~sellers ~~and~~of ~~reorganization~~long ~~between~~distance ~~our~~toll ~~Company~~free ~~and~~services to ~~Roskamp~~pay ~~Manley~~the ~~Associates~~payphone ~~Inc~~owner $0.,494 acents ~~California~~per ~~corporation (“RMA”), resulting in RMA becoming our wholly owned subsidiary~~call. ~~RMA~~ ~~remained~~These ~~our~~funds ~~wholly~~are ~~owned~~remitted ~~subsidiary~~quarterly ~~until~~through ~~when~~a itservice ~~was~~provided ~~unable~~by ~~to remain in good standing and did not reinstate its business charter in California, resulting in~~ the ~~dissolution~~American Public ofCommunication ~~RMA~~Council (APCC).

OnOur ~~December~~installed ~~18,~~payphone ~~1986,~~base wegenerates ~~filed~~revenue anfrom ~~Amended~~two ~~Articles~~principal sources: ofcoin-calls ~~Incorporation~~ and ~~changed~~non-coin ~~the name of the Company to “N~~calls.~~T.M. Inc.”~~

On June 29, 1994, we completed the acquisition of Larson # 11-28 and Zadow # 23-34, two wells in Radcliff and Mission Canyon in the State of Montana. After discovering after the acquisition that these wells were non-performing, we disposed of such assets. Because we were unable to achieve our intended purpose, we ceased operations and became dormant in 1995, at which time we did not have any assets or liabilities.12

10Coin calls:

WeCoin ~~remained~~calls inrepresent ~~this~~calls ~~condition~~paid ~~until~~for weby ~~filed~~customers anwho ~~Application~~deposit coins ~~for~~into ~~Reinstatement with~~ the ~~Utah Secretary of State on November 4, 2004~~payphones. OnCoin ~~December~~call ~~15,~~revenue ~~2004,~~is werecorded ~~filed~~as anthe ~~Amended~~actual ~~and~~amount ~~Restated Articles~~ of ~~Incorporation,~~coins ~~under~~collected ~~which~~from wethe ~~changed our name to “Biolog, Inc~~payphones.~~” Since 2004, we have not commenced any operations.~~

OnNon-Coin ~~January 22, 2009, we filed an Application of Reinstatement with the Utah Secretary of State.~~calls:

OnNon-coin ~~February~~revenue ~~17,~~includes ~~2009,~~commissions wefrom ~~adopted~~operator anservice telecommunications ~~Amendment~~companies toand ~~the~~a ~~Amended~~“dial-around” ~~and~~commission ~~Restated~~of ~~Articles~~$0.494 ofper ~~Incorporation~~call that ~~vacated~~the ~~all~~FCC requires sellers of ~~the~~long distance ~~previous~~toll ~~Articles~~free ofservices ~~Incorporation~~to inpay ~~their~~payphone ~~entirety,~~owners. ~~effective~~The ~~retroactively,~~commissions ~~and~~for ~~filed~~operator ~~such~~services ~~Amendment~~are onpaid ~~April~~45 ~~20,~~days ~~2009~~in ~~with~~arrears. These funds are remitted quarterly through a service provided by the ~~Utah~~American ~~Secretary~~Public ofCommunication ~~State~~Council (APCC).

On February 17, 2009, our stockholders approved a 1 for 100 reverse stock split (the “Reverse Split”) of our common stock, and the filing of an amendment to our Amended and Restated Articles of Incorporation to reflect the Reverse Split. The effective date of the Reverse Split was April 20, 2009. Upon effectiveness of the Reverse Split, each stockholder received one share of common stock for every 100 shares of common stock owned and outstanding as of the record date. The Reverse Split did not affect the number of shares of common stock authorized for issuance.Seasonality

OnOur ~~September~~revenues 1,from ~~2010~~payphone operation are affected by seasonal variations, ~~the~~geographic ~~Company~~distribution ~~acquired~~of ~~payphone~~payphones ~~equipment~~and ~~from~~type ~~Amanda~~of ~~Godin,~~location. Because we operate in the ~~President~~northeastern part of ~~Biolog~~the ~~Inc.,~~country with inmany ~~exchange~~of ~~for~~the 3payphones located outdoor,~~000,000~~ ~~shares~~weather ofpatterns ~~common~~affect ~~stock~~our ~~and~~revenue ~~has~~streams. ~~commenced~~Revenues ~~business~~drop ~~operations~~off bysignificantly ~~providing~~during winter and conversely show an increase in the ~~use~~spring ofand ~~outdoor~~summer. ~~payphones,~~Revenues are generally lowest in the first quarter and ~~providing~~highest in ~~telecommunication~~the ~~services~~third quarter.

OnSignificant November 2, 2010, the Company had a resolution and amended the Articles of Incorporation to include a 10/1 forward stock split, with all fractional shares being dropped. The record date of the forward split was November 2, 2010, with the effect being retroactive back to inception. The Forward Split did not affect the number of shares of common stock authorized for issuance.Customers

~~BUISNESS~~We ~~PLAN~~do not rely on a major customer for our revenue. We have a variety of small single businesses as well as some small chain stores that we service. We do not believe that we would suffer dramatically if any one customer or small chain decided to stop using our phones.

~~Our~~Significant current principal business activity is to seek a suitable candidate to consummate an acquisition, merger or other suitable business combination method. More specifically, we are seeking the consummation of a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly owned entity. As a “reporting company,” we may be more attractive to a private target because our common stock is eligible to be quoted on the OTC Bulletin Board. However, there is no assurance that we will be quoted on the OTC Bulletin Board.Vendors

ItWe ismust buy dial tone for each payphone from the ~~intent~~local ofexchange carrier. ~~management~~As ~~and~~long ~~our~~as ~~significant~~we ~~stockholder~~pay the carrier bill, ~~Joseph~~it ~~Passalaqua~~is required to provide ~~sufficient~~a ~~working~~dial ~~capital~~tone. ~~necessary~~As a regulated utility, the exchange carrier may not refuse to ~~support~~provide ~~and~~us ~~preserve~~service. ~~the~~Alternate ~~integrity~~service ofexists in certain areas where Verizon competitors are located. We use alternate local service providers when we can get a better price for the ~~corporate~~service. ~~entity~~We use long distance providers on all the payphones.

~~However,~~Intellectual there is no legal obligation for either management or our significant stockholder, Joseph Passalaqua to provide additional future funding. Should this pledge fail to provide financing and we have not identified any alternative sources of funding. There will be substantial doubt about our ability to continue as a going concern.Property

~~Our~~The ~~need~~phones ~~for~~that ~~capital~~we ~~may~~purchase ~~change~~from ~~dramatically~~other ~~because~~companies ofcontain "smart ~~any~~card" ~~business~~payphone ~~acquisition~~technology orthat ~~combination~~was ~~transaction~~developed by Quortec, the founder and manufacturer of the “smart cards. ~~There~~ The ~~can~~“smart becard” noincludes ~~assurance~~a circuit board with improved technology that weallows ~~will~~us ~~identify~~to ~~any~~determine ~~such~~on ~~business,~~a ~~product,~~preset time basis the operational status of the payphone. The technology orinforms ~~company~~us ~~suitable~~when ~~for~~the ~~acquisition~~coins in the ~~future. Further,~~phone ~~there~~have ~~can~~to be nocollected, ~~assurance~~the number and types of calls that wehave ~~will~~been bemade ~~successful~~from ineach ~~consummating~~phone, ~~any~~as ~~acquisition~~well onas ~~favorable~~other ~~terms~~helpful orinformation that wehelps ~~will~~us beprovide ~~able~~better service to ~~profitably~~our ~~manage~~payphone using public. This upgrade of the ~~business~~phones reduces the number and frequency of service visits due to outages and other payphone-related problems and, ~~product~~in turn, ~~technology~~reduces orthe ~~company~~maintenance wecosts. Other ~~acquire~~companies manufacture the components of the payphones for the industry including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays.

AsWe ado ~~"reporting~~not ~~company,"~~own weany ~~may~~patents beor ~~more~~trademarks. ~~attractive~~Companies toin the atelecommunications ~~private~~industry ~~acquisition~~and ~~target~~other ~~because~~industries ~~our~~in ~~common~~which ~~stock~~we iscompete ~~eligible~~own tolarge benumbers ~~quoted~~of onpatents, ~~the~~copyrights ~~OTC~~and trademarks ~~Bulletin~~and ~~Board~~frequently ~~although~~enter ~~there~~into islitigation nobased ~~assurance~~on itallegations ~~will~~of beinfringement ~~quoted. As~~or aother ~~result~~violations of ~~filing~~intellectual property ~~this~~rights. ~~registration~~As ~~statement,~~ we ~~will~~face beincreasing ~~obligated~~competition, ~~to file with~~ the ~~Securities~~possibility ~~and~~of ~~Exchange~~intellectual ~~Commission~~property ~~(the~~claims ~~"Commission")~~against ~~certain~~us ~~periodic reports, including an annual report containing audited financial statements~~grows. We might ~~anticipate~~not ~~that~~be weable ~~will continue~~ to ~~file~~withstand ~~such~~any ~~reports~~third-party asclaims ~~required~~or ~~under~~rights ~~the~~against ~~Exchange~~their ~~Act~~use.

1113

OnGovernment June 10, 2009, we filed a Registration Statement on Form 10SB , or the “Registration Statement”, with the Securities and Exchange Commission, or the SEC, to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective in 60 days by operation of law on August 10, 2009, or the Effective Date. Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.Regulation:

~~Any~~We ~~person~~are orsubject ~~entity~~to ~~may~~varying ~~read~~degrees ~~and~~of ~~copy~~regulation ~~our~~by ~~reports~~federal, state, ~~with~~local ~~the Securities~~ and ~~Exchange~~foreign ~~Commission~~regulators. atThe ~~the SEC's Public Reference Room at 100 F Street N.E.~~implementation, ~~Washington~~modification, ~~D.C.~~interpretation ~~20549.~~and ~~The~~enforcement ~~public~~of ~~may~~these ~~obtain~~laws ~~information~~and onregulations vary ~~the~~and ~~operation~~can oflimit ~~the~~our ~~Public~~ability ~~Room~~to byprovide ~~calling~~many ~~the~~of ~~SEC~~our ~~toll free at 1-800-SEC-0330~~services. ~~The~~Our ~~SEC~~ability ~~also~~to ~~maintains~~compete anin ~~Internet~~our ~~site~~target atmarkets ~~http://www.sec.gov~~depends, ~~where~~in ~~reports~~part, upon ~~proxies~~favorable ~~and~~regulatory ~~informational~~conditions ~~statements~~and onthe ~~public~~favorable ~~companies~~interpretations ~~may~~of beexisting ~~viewed~~laws byand ~~the public~~regulations.

~~SERVICES~~FCC ~~AND~~Regulation ~~PRODUCTS~~and Interstate Rates:

WeOur ~~own,~~services ~~operate~~are ~~and~~subject ~~manage~~to ~~privately owned public payphones in~~ the ~~County~~jurisdiction of ~~Delaware,~~the ~~State~~Federal Communications ofCommission ~~New~~(FCC) ~~York.~~with Asrespect ~~of December~~to ~~31,~~interstate ~~2011,~~telecommunications weservices ~~own, operate,~~ and ~~manage~~other 25matters ~~payphones. The~~for ~~Company~~which ~~does~~the ~~not~~FCC ~~have~~has jurisdiction ~~any~~under ~~long-term agreements with~~ the ~~customers~~Communications ofAct ~~these payphones and they may terminate their contract at will. We may pay site owners a commission based on a flat monthly rate or on a percentage~~ of ~~sales. Some of the businesses include~~1934, ~~but~~as ~~are not limited to, retail stores, convenience stores, bars, restaurants, gas stations, colleges and hospitals~~amended. ~~In the alternative, our agreement with business owners may be to provide the telecommunications services without the payment of any commissions.~~

~~The~~Payphone ~~local~~users ~~telephone switch controls the traditional payphone technology. The local switch does not provide any services in the payphone that~~ can ~~benefit~~circumvent the ~~owner~~usual ofpayment ~~the~~method ~~phone.~~and avoid ~~When~~inserting wea ~~purchase~~coin ~~phones~~by ~~from~~using ~~other~~an ~~companies,~~access ~~they~~code ~~come~~or ~~with~~800 ~~"smart~~number ~~card"~~provided ~~payphone~~by ~~technology. These phones have~~ a ~~circuit~~long ~~board~~distance ~~with improved technology~~carrier. ~~The~~These “~~smart card~~dial-around” numbers, ~~technology~~while ~~allows~~convenient usfor tousers, ~~determine~~leave ~~the operational status of the~~ payphone. Itservice ~~also~~providers ~~tells~~uncompensated usfor ~~when~~ the ~~coins~~call ~~in the phone have to be collected, the number and types of calls that have been~~ made. ~~from~~The ~~each~~Federal ~~phone~~Communications Commission, as ~~well~~instructed asby ~~other~~Congress ~~helpful~~in ~~information that helps us provide better service to our payphone using public. This upgrade of~~ the ~~phones~~Telecommunications ~~reduces~~Act ~~the number and frequency~~ of ~~service~~1996, ~~visits~~created ~~due~~regulations to ~~outages~~ensure ~~and~~that ~~other~~ payphone~~-related~~ ~~problems~~service providers ~~and,~~receive incompensation ~~turn, reduces the maintenance costs. Other companies manufacture the components of the payphones~~ for ~~the~~these ~~industry,~~“dial-around” ~~including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays~~calls.

~~Payphone~~The ~~users~~FCC ~~can~~requires ~~circumvent~~the sellers of long distance toll free services to pay the ~~usual~~payphone ~~payment~~owner ~~method~~$0.494 ~~and~~cents ~~avoid~~per ~~inserting~~call. These funds are remitted quarterly through a ~~coin~~service provided by ~~using~~the anAmerican Public ~~access~~Communication ~~code~~Council or(APCC). If ~~800~~the ~~number~~FCC ~~provided~~regulation byrequiring asellers of long distance ~~carrier.~~toll ~~These~~free ~~“dial-around”~~services ~~numbers,~~to pay ~~while~~payphone ~~convenient~~owners ~~for~~$0.494 ~~users~~per call is reduced or repealed, ~~leave~~it ~~payphone~~could ~~service~~have ~~providers~~a ~~uncompensated~~negative ~~for~~effect ~~the~~upon ~~call~~our ~~made~~revenue stream. ~~The~~We ~~Federal~~have ~~Communications~~no control ~~Commission,~~over orwhat rules and regulations the ~~FCC,~~state asand ~~instructed~~federal byregulatory ~~Congress~~agencies require us to follow now or in the ~~Telecommunications~~future. ~~Act~~It is ofpossible ~~1996,~~for ~~created~~future regulations to ~~ensure~~be so financially demanding that ~~payphone~~they ~~service~~cause ~~providers~~us ~~receive~~to ~~compensation~~go ~~for~~out ~~these~~of ~~“dial-around”~~business. ~~calls~~We are not aware of any proposed regulations or changes to any existing regulations.

~~The~~Telecommunications ~~FCC~~Act ~~requires the sellers~~ of ~~long distance toll free services to pay the payphone owner $0.494 cents per call. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).~~1996

~~Our~~The ~~installed~~Telecommunications ~~payphone~~Act ~~base~~of ~~generates~~1996, ~~revenue~~regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory constraints. We are unable to predict definitively the impact that the ongoing changes in the telecommunications industry will ultimately have on our business, results of operations or financial condition. The financial impact will depend on several factors, including the timing, extent and success of competition in our markets, the timing and outcome of various regulatory proceedings and any appeals, and the timing, extent and success of our pursuit of new opportunities resulting from ~~two~~the ~~principal~~Telecommunications ~~sources:~~Act ~~coin-calls~~of 1996 and ~~non-coin~~technological ~~calls~~advances.

12Research and Development

~~Coin~~We ~~calls:~~have not expended any money in the last two fiscal years on research and development activities.

~~Coin calls represent calls paid for by customers who deposit coins into the payphones. Coin call revenue is recorded as the actual amount of coins collected from the payphones.~~Employees

~~Non-Coin calls:~~14

~~Non-coin~~The ~~revenue~~company ~~includes~~does ~~commissions~~not ~~from~~have ~~operator~~any ~~service telecommunications companies and a “dial-around” commission of $0~~employees.~~494~~ Joseph Passalaqua ~~per~~is ~~call~~our ~~that~~President ~~the~~and ~~FCC~~Chief ~~requires~~Executive ~~sellers~~Officer ofand ~~long~~Garry ~~distance~~McHenry ~~toll~~is ~~free~~our ~~services~~Secretary toand ~~pay~~Chief ~~payphone~~Financial ~~owners.~~Officer, ~~The~~neither of ~~commissions~~whom ~~for~~have ~~operator~~employment ~~services are paid 45 days in arrears~~agreements. ~~These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).~~

~~Seasonality~~Any person or entity may read and copy our reports with the Commission at the Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the Commission toll free at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov where reports, proxies and other disclosure statements on public companies may be viewed by the public.

~~Our~~GOING ~~revenues~~CONCERN from payphone operation are affected by seasonal variations, geographic distribution of payphones and type of location. Because we operate in the northeastern part of the country with many of the payphones located outdoor, weather patterns affect our revenue streams. Revenues drop off significantly during winter and conversely show an increase in the spring and summer. Revenues are generally lowest in the first quarter and highest in the third quarter.QUALIFICATION

~~Significant~~Several ~~Customers~~conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses of approximately $195,295 for the period from February 18, 1927 (inception) to September 30, 2013, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. At December 31, 2012, we had $150 cash on hand, $705 in accounts receivable and an accumulated deficit of $170,930. At September 30, 2013, we had $80 cash on hand, $431 in accounts receivable and an accumulated deficit of $188,330. See “Liquidity and Capital Resources.”

WeCRITICAL doACCOUNTING ~~not~~POLICIES ~~rely~~& on a major customer for our revenue. We have a variety of small single businesses as well as some small chain stores that we service. We do not believe that we would suffer dramatically if any one customer or small chain decided to stop using our phones.ESTIMATES

~~Significant~~The ~~Vendors~~preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

WeRevenue ~~must~~Recognition buy dial tone for each payphone from the local exchange carrier. As long as we pay the carrier bill, it is required to provide a dial tone. As a regulated utility, the exchange carrier may not refuse to provide us service. Alternate service exists in certain areas where Verizon competitors are located. We use alternate local service providers when we can get a better price for the service. We use long distance providers on all the payphones.Policies

~~Intellectual~~The ~~Property~~Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. As of the year ended December 31, 2012, there was no deferred revenue. The Company derives its primary revenue from the sources described below, which includes dial-around revenues, operator service revenue, coin collections, telephone equipment repairs, and sales. Other revenue generated by the company includes sales commissions.

The phones that we purchase from other companies contain "smart card" payphone technology that was developed by Quortec, the founder and manufacturer of the “smart cards. The “smart card” includes a circuit board with improved technology that allows us to determine on a preset time basis the operational status of the payphone. The technology informs us when the coins in the phone have to be collected, the number and types of calls that have been made from each phone, as well as other helpful information that helps us provide better service to our payphone using public. This upgrade of the phones reduces the number and frequency of service visits due to outages and other payphone-related problems and, in turn, reduces the maintenance costs. Other companies manufacture the components of the payphones for the industry including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays.15

13The Dial Around revenue is recognized when the billing and collection agent of the Company, APCC, calculates and compensates the Company for the use of the payphone on a quarterly basis by billing the actual party’s long distance carrier that received the calls. The date of the Dial Around revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.

WeThe doOperator ~~not~~Service ~~own~~revenue ~~any~~is ~~patents~~recognized when orthe ~~trademarks.~~collection ~~Companies~~agents inof the ~~telecommunications~~Company, ~~industry~~Legacy ~~and~~Long ~~other~~Distance ~~industries~~and inUS ~~which~~Intercom wecalculates ~~compete own large numbers of patents, copyrights~~ and ~~trademarks~~compensates ~~and~~the ~~frequently~~Company ~~enter~~for ~~into~~the use ~~litigation based on allegations~~ of ~~infringement~~operator orservices ~~other~~on ~~violations~~a ofmonthly ~~intellectual property rights~~basis. AsThe wedate ~~face~~of ~~increasing competition,~~ the ~~possibility~~Operator ofService ~~intellectual~~revenue ~~property~~recognition ~~claims~~is ~~against~~determined uswhen ~~grows.~~this Wecompensation is ~~might~~collected ~~not~~and bedeposited ~~able~~into tothe ~~withstand~~Company’s ~~any~~bank ~~third-party claims or rights against their use~~account.

~~Government~~Coin ~~Regulation:~~revenues are recorded in an equal amount to the coins collected.

WeRevenues ~~are~~on ~~subject to varying degrees of regulation by federal~~commissions, ~~state,~~telephone ~~local~~ equipment and ~~foreign~~sales ~~regulators.~~are ~~The~~realized ~~implementation,~~when ~~modification,~~the ~~interpretation~~services ~~and~~are ~~enforcement~~provided ~~of these laws~~ and ~~regulations~~payment ~~vary~~for ~~and~~such ~~can limit our ability to provide many of our~~ services. ~~Our~~is ~~ability~~deemed ~~to compete in our target markets depends, in part, upon favorable regulatory conditions and the favorable interpretations of existing laws and regulations~~certain.

~~FCC~~Off- ~~Regulation~~Balance ~~and~~Sheet ~~Interstate~~Arrangements ~~Rates:~~

~~Our~~We ~~services~~did ~~are~~not ~~subject~~have toany ~~the~~off-balance ~~jurisdiction~~sheet arrangements ofthat ~~the~~have ~~Federal~~or ~~Communications~~are ~~Commission~~reasonably ~~(FCC)~~likely ~~with respect~~ to ~~interstate~~have ~~telecommunications~~a ~~services~~current ~~and~~or ~~other~~future ~~matters~~effect ~~for~~on ~~which~~our ~~the~~financial ~~FCC~~condition, ~~has~~changes ~~jurisdiction~~in ~~under~~financial condition, ~~the~~revenues ~~Communications~~or ~~Act~~expenses, results of ~~1934~~operations, asliquidity, ~~amended~~capital expenditures or capital resources that is material to investors.

~~Payphone~~Cash ~~users can circumvent the usual payment method~~ and ~~avoid~~Cash inserting a coin by using an access code or 800 number provided by a long distance carrier. These “dial-around” numbers, while convenient for users, leave payphone service providers uncompensated for the call made. The Federal Communications Commission, as instructed by Congress in the Telecommunications Act of 1996, created regulations to ensure that payphone service providers receive compensation for these “dial-around” calls.Equivalents

~~The~~For ~~FCC~~purposes ~~requires~~of the ~~sellers~~statement of ~~long~~cash flows, ~~distance toll free services to pay~~ the ~~payphone~~Company ~~owner~~considers ~~$0.494~~all ~~cents~~highly ~~per~~liquid ~~call.~~debt ~~These~~instruments ~~funds~~purchased ~~are~~with ~~remitted quarterly through~~ a ~~service~~maturity ~~provided by the American Public Communication Council (APCC). If the FCC regulation requiring sellers~~ of ~~long~~90 ~~distance~~days ~~toll free services to pay payphone owners $0.494 per call is reduced~~ or ~~repealed,~~less ~~it could have a negative effect upon our revenue stream. We have no control over what rules and regulations the state and federal regulatory agencies require us~~ to ~~follow now or in the future. It is possible for future regulations to~~ be socash ~~financially demanding that they cause us~~ equivalents to gothe ~~out~~extent ofthe ~~business.~~funds We are not ~~aware~~being ofheld ~~any~~for ~~proposed~~investment ~~regulations or changes to any existing regulations~~purposes.

~~Telecommunications~~COSTS ~~Act~~RELATED ofTO ~~1996~~OUR OPERATION

The ~~Telecommunications~~principal ~~Act~~costs ofrelated ~~1996,~~to ~~regulatory and judicial actions and~~ the ~~development~~ongoing operation of ~~new~~our ~~technologies,~~payphones ~~products~~include ~~and services have created opportunities for alternative~~ telecommunication ~~service providers~~costs, ~~many~~commissions ofand ~~which are subject to fewer regulatory constraints~~depreciation. WeTelecommunication ~~are~~expenses ~~unable~~consist ~~to predict definitively the impact that the ongoing changes in the telecommunications industry will ultimately have on our business, results~~ of payments ~~operations~~made orby ~~financial~~us ~~condition.~~to ~~The~~local ~~financial~~exchange ~~impact~~carriers ~~will~~and ~~depend~~long ondistance ~~several~~carriers ~~factors,~~for ~~including~~access ~~the~~to ~~timing, extent~~ and ~~success~~use of ~~competition~~their intelecommunications ~~our markets, the timing~~ networks and ~~outcome~~service ~~of various regulatory proceedings~~ and ~~any~~maintenance ~~appeals,~~costs. ~~and~~Commission ~~the~~expense ~~timing,~~represents ~~extent~~payments ~~and~~to ~~success~~owners ofor ~~our~~operators ~~pursuit~~ of ~~new opportunities resulting from~~ the ~~Telecommunications~~premises ~~Act~~at ofwhich ~~1996~~a ~~and~~payphone is ~~technological advances~~located.

~~Research~~LIQUIDITY ~~and~~AND ~~Development~~CAPITAL RESOURCES

WeIt is the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be present. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, we have not ~~expended~~identified any ~~money~~alternative insources. ~~the~~Consequently, ~~last~~there ~~two~~is ~~fiscal~~substantial ~~years~~doubt onabout our ~~research~~ability ~~and~~to ~~development~~continue ~~activities~~as a going concern.

14We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to us to allow us to cover the expenses related to such activities.

~~Employees~~Our need for capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.

The company does not have any employees. Joseph Passalaqua is our President and Chief Executive Officer and Garry McHenry is our Secretary and Chief Financial Officer, neither of whom have employment agreements.16

~~Any~~Regardless ~~person~~of orwhether ~~entity may read and copy~~ our ~~reports~~cash ~~with~~assets ~~the~~prove ~~Commission~~to atbe ~~the~~inadequate to ~~Commission’s~~meet ~~Public~~our ~~Reference~~operational ~~Room at 100 F Street N.E.~~needs, ~~Washington,~~we ~~D.C.~~might ~~20549.~~seek ~~The~~to ~~public~~compensate ~~may~~providers ~~obtain information on the operation~~ of ~~the~~services ~~Public Room~~ by ~~calling~~issuances ~~the~~of ~~Commission~~stock ~~toll~~in ~~free~~lieu atof ~~1-800-SEC-0330~~cash. ~~The Commission also maintains an Internet site at http://www.sec.gov where reports, proxies and other disclosure statements on public companies may be viewed by the public.~~

~~GOING~~At ~~CONCERN~~December ~~QUALIFICATION~~31, 2012, we had $150 cash on hand, $705 in accounts receivable and an accumulated deficit of $170,930. At September 30, 2013, we had $70 cash on hand, $228 in accounts receivable and an accumulated deficit of $188,330. Our primary source of liquidity for the current quarter has been from loans from related parties. This includes Joseph C. Passalaqua, the President and principal stockholder, Mary Passalaqua spouse of Joseph Passalaqua, and Cobalt Blue LLC of which Mary Passalaqua is President. As of September 30, 2013 we have convertible notes payable to Joseph C. Passalaqua, Mary Passalaqua, and Cobalt Blue LLC in the amount of $59,250. These notes bear a simple interest rate of 8% per annum and are payable upon demand. As of September 30, 2013 the accrued interest on these notes is $11,910.

~~Several~~Net ~~conditions~~cash ~~and~~used events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses of approximately $163,265 for the period from February 18, 1927 (inception) to September 30, 2012, has limited revenues and requires additional financing in ~~order~~operating ~~to finance its business~~ activities onwas an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. At December 31, 2011, we had $~~434~~80 ~~cash on hand, $354 in accounts receivable and a deficit accumulated~~ during the nine ~~development~~months ~~stage~~ended ~~of $130,956. At~~ September 30, ~~2012, we had $501 cash on hand, $374 in accounts receivable and a deficit accumulated during the development stage of $163,265~~2013. ~~See “Liquidity and Capital Resources.”~~

~~CRITICAL~~Net ~~ACCOUNTING~~cash ~~POLICIES~~provided &by ~~ESTIMATES~~investing activities was $0 during the nine months ended September 30, 2013.

~~The~~Net ~~preparation~~cash ofprovided financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by ~~estimates~~financing ~~and~~activities ~~assumptions~~was ~~which~~$0 ~~are~~during ~~used for, but not limited to,~~ the nine ~~accounting~~months ~~for~~ended ~~allowance~~September ~~for doubtful accounts~~30, ~~goodwill and intangible asset impairments, restructurings, inventory and income taxes~~2013. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

~~Revenue~~To ~~Recognition~~date, ~~Policies~~we have had minimal revenues; and we require additional financing in order to finance our business activities on an ongoing basis. Our future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have committed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given.

~~The~~NET ~~Company~~LOSS ~~recognizes~~FROM revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. As of the year ended December 31, 2011, there was no deferred revenue. The Company derives its primary revenue from the sources described below, which includes dial-around revenues, operator service revenue, coin collections, telephone equipment repairs, and sales. Other revenue generated by the company includes sales commissions.OPERATIONS

15The Company had a net loss of $195,295 for the period from February 18, 1927 (inception) through September 30, 2013. The company had net loss of $24,365 for the nine months ended September 30, 2013 as compared to a net loss of $32,009 for the nine months ended September 30, 2012.

~~The~~CASH Dial Around revenue is recognized when the billing and collection agent of the Company, APCC, calculates and compensates the Company for the use of the payphone on a quarterly basis by billing the actual party’s long distance carrier that received the calls. The date of the Dial Around revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.FLOW

~~The~~Our ~~Operator~~primary ~~Service~~source ~~revenue is recognized when the collection agents~~ of ~~the~~liquidity ~~Company,~~has ~~Legacy~~been ~~Long~~cash ~~Distance~~from ~~and US Intercom calculates and compensates the Company for the use of operator services on a monthly basis~~shareholder loans. ~~The date of the Operator Service revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.~~

~~Coin~~WORKING ~~revenues are recorded in an equal amount to the coins collected.~~CAPITAL

~~Revenues~~As onof ~~commissions~~December 31, ~~telephone~~2012 ~~equipment~~the Company had total current assets of $855 and ~~sales~~total ~~are~~liabilities ~~realized~~of ~~when~~$136,135, which resulted in a working capital deficit of $132,613. As of September 30, 2013, the Company ~~services~~had ~~are~~total ~~provided~~current assets of $298 and ~~payment~~total ~~for~~current ~~such~~liabilities ~~services~~of is$159,193 ~~deemed~~resulting ~~certain~~in a working capital deficit of $156,978.

~~Off-~~FOR ~~Balance~~THE ~~Sheet~~THREE ~~Arrangements~~MONTHS ENDED SEPTEMBER 30, 2013 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2012

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.REVENUES

~~Cash and Cash Equivalents~~17

~~For~~Our ~~purposes~~total ofrevenue ~~the~~decreased ~~statement~~by of$45, ~~cash~~from ~~flows~~$1,947 for the ~~Company~~three months ~~considers~~ended ~~all~~September ~~highly~~30, ~~liquid~~2012 ~~debt instruments purchased with a maturity of 90 days or less~~ to be$1,902 ~~cash~~for ~~equivalents to~~ the ~~extent~~three ~~the~~months ~~funds~~ended ~~are~~September ~~not~~30, ~~being held for investment purposes~~2013.

~~COSTS~~Our ~~RELATED~~coin TOcall ~~OUR~~revenue ~~OPERATION~~was $237 for the three months ended September 30, 2012 and $117 for the three months ended September 30, 2013.

~~The~~Our ~~principal~~non-coin ~~costs~~call ~~related~~revenue, toor ~~the~~commission ~~ongoing~~income, ~~operation~~which ofis comprised ~~our~~primarily ~~payphones~~of ~~include~~“dial ~~telecommunication~~around” ~~costs~~revenue, ~~commissions~~star ~~and~~88 ~~depreciation.~~commission ~~Telecommunication~~revenue ~~expenses~~and ~~consist~~operator ofservice ~~payments~~revenue, ~~made~~was by$60 usfor the tothree ~~local~~months ~~exchange~~ended ~~carriers~~September ~~and~~30, ~~long~~2012 ~~distance~~and ~~carriers~~$0 for ~~access~~the tothree ~~and~~months ~~use~~ended ofSeptember ~~their~~30, ~~telecommunications~~2013. ~~networks~~The ~~and~~FCC ~~service~~requires ~~and~~the ~~maintenance~~sellers ~~costs.~~of long ~~Commission~~distance ~~expense~~toll ~~represents~~free ~~payments~~services to ~~owners~~pay orthe ~~operators~~payphone ofowner ~~the~~$0.494 ~~premises~~cents atper ~~which~~“dial-around” call. These funds are remitted quarterly through a ~~payphone~~service isprovided ~~located~~by the American Public Communication Council (APCC).

~~LIQUIDITY~~Our ~~AND~~local ~~CAPITAL~~service ~~RESOURCES~~revenue which is comprised primarily of service for payphone customers was $1,650 for the three months ended September 30, 2012 and $1,785 for the three months ended September 30, 2013. This is the revenue from monthly invoices billed to payphone customers in which the Company owns the payphone and provides service to operate the payphone on the premises. As of September 30, 2013 seven customers made up the local service revenue:

ItAddison isPlace ~~the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be present. However~~Apartments, ~~there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing~~Addison, weNew ~~have not identified any alternative sources. Consequently, there is substantial doubt about our ability to continue as a going concern.~~York

WeDelaware ~~have~~County noBuilding ~~current~~& ~~plans,~~Maint. ~~proposals~~Department, ~~arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly~~Delaware, New ~~there can be no assurance that sufficient funds will be available to us to allow us to cover the expenses related to such activities.~~York

~~Our~~Delhi ~~need~~Central ~~for~~School ~~capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that we will identify any such business~~District, ~~product~~Delhi, ~~technology~~New or company suitable for acquisition in the future. Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.York

16Morningstar Foods, Delhi, New York

~~Regardless~~Mountainside ofResidential ~~whether~~Care, ~~our~~Lake ~~cash assets prove to be inadequate to meet our operational needs~~Katrine, weNew ~~might seek to compensate providers of services by issuances of stock in lieu of cash.~~York

AtSUNY ~~December 31~~Delhi, ~~2011~~Delhi, weNew had $434 cash on hand, $354 in accounts receivable and a deficit accumulated during the development stage of $130,956. At September 30, 2012, we had $501 cash on hand, $374 in accounts receivable and a deficit accumulated during the development stage of $163,265. Our primary source of liquidity for the current quarter has been from loans from related parties. This includes Joseph C. Passalaqua, the President and principal stockholder, Mary Passalaqua spouse of Joseph Passalaqua, and Cobalt Blue LLC of which Mary Passalaqua is President. As of September 30, 2012 we have convertible notes payable to Joseph C. Passalaqua, Mary Passalaqua, and Cobalt Blue LLC in the amount of $59,250. These notes bear a simple interest rate of 8% per annum and are payable upon demand. As of September 30, 2012 the accrued interest on these notes is $7,170.York

~~Net~~Town ~~cash~~of ~~used in operating activities was $19~~Meredith,~~756~~ ~~during the nine months ended September 30~~Meredale, ~~2012.~~New York

~~Net~~COST ~~cash~~OF ~~provided by investing activities was $0 during the nine months ended September 30, 2012.~~SALES

~~Net~~Our ~~cash~~overall ~~provided~~cost byof ~~financing~~services ~~activities~~increased ~~was~~by $19201,~~823~~ ~~during~~from $2,073 in the ~~nine~~three months ended September 30, 2012, to $2,274 in the three months ended September 30, 2013. The principal costs related to the ongoing operation of our payphones will include telecommunication costs, commission expense and depreciation.

ToTelecommunication ~~date,~~costs weconsist ~~have~~of ~~had~~payments ~~minimal~~made ~~revenues;~~by ~~and~~us ~~we require additional financing in order~~ to local ~~finance~~exchange ~~our~~carriers ~~business~~and ~~activities~~long ondistance ancarriers ~~ongoing~~for ~~basis. Our~~access ~~future capital requirements will depend on numerous factors including, but not limited~~ to, ~~continued progress in finding a merger candidate~~ and ~~the~~use ~~pursuit~~ of ~~business~~their ~~opportunities.~~telecommunications Wenetworks ~~are actively pursuing alternative financing~~ and ~~have~~service had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have committed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and ~~financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given~~maintenance costs.

~~NET~~Commission ~~LOSS~~expense ~~FROM~~represents ~~OPERATIONS~~payments to owners or operators of the premises at which a payphone is located and APCC commission fees related to “dial-around” processing.

~~The~~Depreciation ~~Company~~expense ~~had~~is athe ~~net~~quarterly ~~loss~~depreciation of ~~$163,265 for~~ the payphone ~~period from February 18~~equipment, ~~1927~~which ~~(inception)~~is ~~through~~valued ~~September~~at 30$5, ~~2012~~000. The company ~~had~~uses ~~net~~the ~~loss~~straight ofline ~~$32~~method,~~309~~ ~~for~~with ~~the~~a ~~nine~~useful ~~months~~life ~~ended~~of ~~September~~5 ~~30,~~years ~~2012~~with as$0 salvage ~~compared~~value. toThe apayphone ~~net~~equipment ~~loss~~was ofacquired ~~$27,336~~by ~~for~~ the ~~nine~~company ~~months~~on ~~ended~~ September 301, ~~2011~~2010.

~~CASH~~Telecommunication ~~FLOW~~costs were $1,774 in the three months ended September 30, 2012 and $2,024 in the three months ended September 30, 2013. Commission costs were $49 in the three months ended September 30, 2012 and $0 in the three months ended September 30, 2013. Depreciation expense was $250 in the three months ended September 30, 2012 and in the three months ended September 30, 2013.

~~Our~~OPERATION ~~primary~~AND ~~source~~ADMINISTRATIVE ~~of liquidity has been cash from shareholder loans.~~EXPENSES

~~WORKING CAPITAL~~18

AsOperating expenses ofdecreased by ~~December~~$1,983, 31from $7,382 in ~~2011~~the three months ended September 30, 2012 to $5,399 in the ~~Company~~three ~~had~~months ~~total~~ended ~~current~~September ~~assets~~30, 2013. Operating expenses primarily consist of ~~$788~~general and ~~total~~administrative ~~liabilities~~expenses (G&A) and professional fees. G&A expenses, made up primarily of office expenses and outside services consisting of stock transfer fees and filing fees, increased by $97217,~~094,~~ ~~which~~from ~~resulted~~$2,882 in athe ~~working~~three ~~capital~~months ~~deficit~~ended September of30, 2012 to $963,~~306~~099 in the three months ended September 30, 2013. AsProfessional fees, made up of accounting, bookkeeping, and legal fees decreased by $1,200, from $4,500 for the three months ended September 30, 2012 to $2,300 in the ~~Company~~three ~~had~~months ~~total~~ended September ~~current~~30, ~~assets~~2013. ofThese ~~$875~~are fees we pay to accountants and ~~total~~attorneys ~~current~~throughout ~~liabilities~~the year for performing various tasks. The bulk of ~~$128~~the decrease in expense was due to the Company’s accounting expenses in 2012,~~740~~ ~~resulting~~when comparing the same period in a2013. Our ~~working~~expenses ~~capital~~to ~~deficit~~date ofare ~~$127~~largely due to professional fees that include accounting,~~865~~ consulting and legal fees.

17FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2012

~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2011~~REVENUES

~~REVENUES~~Our total revenue increased by $728, from $5,023 for the nine months ended September 30, 2012 to $5,751 for the nine months ended September 30, 2013.

Our ~~total~~coin call revenue ~~increased~~was by $~~163,~~411 ~~from $1,784~~ for the ~~three~~nine months ended September 30, ~~2011~~2012 toand $~~1,947~~246 for the ~~three~~nine months ended September 30, ~~2012~~2013.

Our non-coin call revenue, or commission income, which is comprised primarily of “dial around” revenue, star 88 commission revenue and operator service revenue was $~~275~~202 for the ~~three~~nine months ended September 30, ~~2011~~2012 and $~~237~~149 for the ~~three~~nine months ended September 30, ~~2012~~2013. The FCC requires the sellers of long distance toll free services to pay the payphone owner $0.494 cents per “dial-around” call. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).

Our ~~non-coin~~local ~~call~~service revenue, ~~or commission income,~~ which is comprised primarily of service ~~“dial~~for ~~around”~~payphone ~~revenue,~~customers ~~star 88 commission revenue and operator service revenue~~ was $~~129~~4,410 for the ~~three~~nine months ended September 30, ~~2011~~2012 and $605,356 for the ~~three~~nine months ended September 30, ~~2012~~2013. ~~The~~This ~~FCC~~is ~~requires~~ the ~~sellers~~revenue offrom ~~long~~monthly ~~distance~~invoices ~~toll~~billed ~~free~~to ~~services~~payphone tocustomers ~~pay~~in which the Company owns the payphone ~~owner~~and ~~$0.494~~provides service ~~cents~~to ~~per~~operate ~~“dial-around”~~the ~~call.~~payphone ~~These~~on ~~funds~~the ~~are~~premises. ~~remitted~~As ~~quarterly~~of ~~through~~September a30, ~~service~~2013 ~~provided~~seven bycustomers ~~the~~made ~~American~~up ~~Public~~the ~~Communication~~local ~~Council~~service ~~(APCC).~~revenue:

~~Our~~Addison ~~local~~Place ~~service revenue which is comprised primarily of service for payphone customers was $1~~Apartments,~~380~~ ~~for the three months ended September 30~~Addison, ~~2011~~New and $1,650 for the three months ended September 30, 2012. This is the revenue from monthly invoices billed to payphone customers in which the Company owns the payphone and provides service to operate the payphone on the premises. As of September 30, 2012 seven customers made up the local service revenue:York

~~Addison~~Delaware ~~Place~~County ~~Apartments,~~Building ~~Addison~~& Maint. Department, Delaware, New York

~~Delaware~~Delhi ~~County~~Central ~~Building~~School ~~& Maint. Department~~District, ~~Delaware~~Delhi, New York

~~Delhi~~Morningstar ~~Central School District~~Foods, Delhi, New York

~~Morningstar~~Mountainside ~~Foods~~Residential Care, ~~Delhi~~Lake Katrine, New York

~~Mountainside~~SUNY ~~Residential Care~~Delhi, ~~Lake Katrine~~Delhi, New York

~~SUNY~~Town ~~Delhi~~of Meredith, ~~Delhi~~Meredale, New York

~~Town~~COST ofOF ~~Meredith, Meredale, New York~~SALES

~~COST~~Our OFoverall ~~SALES~~cost of services increased by $1,483, from $5,308 in the nine months ended September 30, 2012, to $6,791 in the nine months ended September 30, 2013. The principal costs related to the ongoing operation of our payphones will include telecommunication costs, commission expense and depreciation.

~~Our~~Telecommunication ~~overall~~costs ~~cost~~consist of ~~services~~payments ~~increased~~made by ~~$450,~~us ~~from $1,623 in the three months ended September 30, 2011,~~ to local ~~$2,073~~exchange incarriers ~~the~~and ~~three~~long ~~months~~distance ~~ended~~carriers ~~September~~for ~~30,~~access ~~2012. The principal costs related~~ to ~~the~~and ~~ongoing~~use ~~operation~~ of ~~our~~their ~~payphones~~telecommunications ~~will~~networks ~~include~~and ~~telecommunication~~service ~~costs, commission expense~~ and ~~depreciation~~maintenance costs.

Telecommunication costs consist of payments made by us to local exchange carriers and long distance carriers for access to and use of their telecommunications networks and service and maintenance costs.19

Commission expense represents payments to owners or operators of the premises at which a payphone is located and APCC commission fees related to “dial-around” processing.

Depreciation expense is the quarterly depreciation of the payphone equipment, which is valued at $5,000. The company uses the straight line method, with a useful life of 5 years with $0 salvage value. The payphone equipment was acquired by the company on September 1, 2010.

Telecommunication costs were $14,~~325~~412 in the ~~three~~nine months ended September 30, ~~2011~~2012 and $15,~~775~~939 in the ~~three~~nine months ended September 30, ~~2012~~2013. Commission costs were $48146 in the ~~three~~nine months ended September 30, ~~2011~~2012 and $102 in the ~~three~~nine months ended September 30, ~~2012~~2013. Depreciation expense was $~~250~~750 in the ~~three~~nine months ended September 30, ~~2011~~2012 and in the ~~three~~nine months ended September 30, ~~2012~~2013.

18OPERATION AND ADMINISTRATIVE EXPENSES

~~OPERATION~~Operating expenses ~~AND~~decreased by ~~ADMINISTRATIVE~~$8,924, ~~EXPENSES~~from $28,704 in the nine months ended September 30, 2012 to $19,780 in the nine months ended September 30, 2013. Operating expenses primarily consist of general and administrative expenses (G&A) and professional fees. G&A expenses, made up primarily of office expenses and outside services consisting of stock transfer fees and filing fees, decreased by $3,369, from $12,249 in the nine months ended September 30, 2012 to $8,880 in the nine months ended September 30, 2013. Professional fees, made up of accounting, bookkeeping, and legal fees decreased by $5,555, from $16,455 for the nine months ended September 30, 2012 to $10,900 in the nine months ended September 30, 2013. These are fees we pay to accountants and attorneys throughout the year for performing various tasks. The bulk of the decrease in expense was due to the Company’s accounting expenses in 2012, when comparing the same period in 2013. Our expenses to date are largely due to professional fees that include accounting, consulting and legal fees.

~~Operating expenses~~ITEM decreased by $854, from $8,236 in the three months ended September 30, 2011 to $7,382 in the three months ended September 30, 2012. Operating expenses primarily consist of general and administrative expenses (G&A) and professional fees. G&A expenses, made up primarily of office expenses and outside services consisting of stock transfer fees and filing fees, decreased by $1,854, from $4,736 in the three months ended September 30, 2011 to $2,882 in the three months ended September 30, 2012. Professional fees, made up of accounting, bookkeeping, and legal fees increased by $1,000, from $3~~,500 for the three months ended September 30, 2011 to $4,500 in the three months ended September 30, 2012~~. ~~These~~ ~~are~~QUANTITATIVE ~~fees~~AND weQUALITATIVE ~~pay~~DISCLOSURES toABOUT ~~accountants~~MARKET and attorneys throughout the year for performing various tasks. The bulk of the decrease in expense was due to the Company’s G&A expenses in 2012, when comparing the same period in 2011. Our expenses to date are largely due to professional fees that include accounting and legal fees.RISK

~~FOR~~We ~~THE~~are ~~NINE~~and ~~MONTHS~~will ~~ENDED~~continue ~~SEPTEMBER~~to 30be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, ~~2012~~including ~~COMPARED~~venture TOcapital ~~THE~~firms, ~~NINE~~are ~~MONTHS~~active ~~ENDED~~in ~~SEPTEMBER~~mergers 30and acquisitions of companies. Nearly all such entities have significantly greater financial resources, ~~2011~~technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with other public companies, some of which may also have funds available for use by an acquisition candidate.

~~REVENUES~~Market Price

~~Our~~There ~~total~~is ~~revenue~~no ~~decreased~~current bytrading ~~$332,~~market ~~from~~for ~~$5,355~~our ~~for~~Common ~~the~~Stock ~~nine~~and there ~~months~~has ~~ended~~been ~~September~~no ~~30,~~trading ~~2011~~market to ~~$5,023~~date. There ~~for~~is ~~the~~no ~~nine~~assurance ~~months~~that ~~ended~~a ~~September~~trading 30market will ever develop or, ~~2012~~if such a market does develop, that it will continue.

~~Our coin call revenue was $677 for the nine months ended September 30~~Options, ~~2011~~Warranties and ~~$411~~Other ~~for the nine months ended September 30, 2012.~~Equity Items

~~Our~~There are no outstanding options or warrants to purchase, nor any ~~non-coin~~securities ~~call~~convertible ~~revenue~~into, orshares ~~commission~~of ~~income~~our Common Stock. Additionally, ~~which~~there isare ~~comprised~~no ~~primarily~~shares of ~~“dial~~Common ~~around”~~Stock ~~revenue,~~that ~~star~~could 88be ~~commission~~sold ~~revenue~~pursuant ~~and~~to ~~operator~~Rule ~~service~~144 ~~revenue~~under ~~was $430 for~~ the ~~nine~~Securities ~~months~~Act or ~~ended~~that ~~September~~we ~~30,~~had ~~2011~~agreed ~~and~~to ~~$202~~register ~~for~~under the ~~nine~~Securities ~~months~~Act ~~ended~~for ~~September~~sale ~~30,~~by ~~2012~~security holders. Further, ~~The~~there ~~FCC~~are ~~requires~~no ~~the~~shares ~~sellers~~ of Common ~~long~~Stock ~~distance~~of ~~toll free services to pay~~ the ~~payphone~~Company ~~owner~~being, ~~$0.494~~or ~~cents~~proposed ~~per~~to ~~“dial-around”~~be, ~~call.~~publicly ~~These~~offered ~~funds are remitted quarterly through a service provided~~ by the ~~American Public Communication Council (APCC)~~Company.

Our local service revenue which is comprised primarily of service for payphone customers was $4,248 for the nine months ended September 30, 2011 and $4,410 for the nine months ended September 30, 2012. This is the revenue from monthly invoices billed to payphone customers in which the Company owns the payphone and provides service to operate the payphone on the premises. As of September 30, 2012 seven customers made up the local service revenue:20

~~Addison~~ITEM ~~Place~~4. ~~Apartments,~~CONTROLS ~~Addison,~~AND ~~New York~~PROCEDURES

~~Delaware~~The ~~County~~Company's ~~Building~~Chief &Executive Officer ~~Maint.~~is ~~Department,~~responsible ~~Delaware,~~for ~~New~~establishing ~~York~~and maintaining disclosure controls and procedures for the Company.

~~Delhi~~EVALUATION ~~Central~~OF ~~School~~DISCLOSURE ~~District,~~CONTROLS AND ~~Delhi, New York~~PROCEDURES

~~Morningstar~~For ~~Foods~~purposes of this Item 4., ~~Delhi~~the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, ~~New~~as ~~York~~amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above and are not effective.

~~Mountainside~~On ~~Residential~~September ~~Care~~30, ~~Lake~~2013 ~~Katrine~~our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the period covered by this report, ~~New~~and ~~York~~have concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission due to a material weakness identified, and that (ii) the Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~SUNY~~The ~~Delhi,~~material ~~Delhi,~~weakness ~~New~~identified ~~York~~relates to the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.

~~Town~~CHANGES ofIN ~~Meredith,~~INTERNAL ~~Meredale,~~CONTROLS ~~New~~OVER ~~York~~FINANCIAL REPORTING

19There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our third quarter as of September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~COST~~MANAGEMENT’S OFQUARTERLY ~~SALES~~REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

~~Our~~Management, ~~overall~~including ~~cost~~our ofChief ~~services~~Executive ~~increased~~Officer and byChief ~~$174~~Financial Officer, ~~from~~is ~~$5,134~~responsible infor ~~the~~establishing ~~nine~~and ~~months~~maintaining ~~ended~~adequate ~~September~~internal ~~30,~~control ~~2011~~over financial reporting, toas ~~$5,308~~such term is defined in ~~the~~Exchange ~~nine~~Act ~~months~~Rule ~~ended~~13a ~~September~~– 15(f). Management conducted an assessment as of September 30, ~~2012. The~~2013 ~~principal~~of ~~costs~~the ~~related~~effectiveness toof our internal control over financial reporting based on the ~~ongoing~~framework ~~operation~~in Internal Control – Integrated Framework issued by the Committee of ~~our~~Sponsoring ~~payphones~~Organizations ~~will~~of ~~include~~the ~~telecommunication~~Treadway ~~costs~~Commission (“COSO”). Based on that evaluation, ~~commission~~management ~~expense~~concluded ~~and~~that ~~depreciation~~our internal control over financial reporting was ineffective as of September 30, 2013.

~~Commission~~Because ~~expense~~of ~~represents~~its ~~payments~~inherent tolimitations, ~~owners~~internal control over financial reporting may not prevent or ~~operators~~detect misstatements should they occur. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~premises~~risk atthat ~~which~~controls amay ~~payphone~~become isinadequate ~~located~~because ~~and~~of ~~APCC~~changes ~~commission~~in ~~fees~~conditions ~~related~~or tothat ~~“dial-around”~~the ~~processing~~degree of compliance with the control procedure may deteriorate.

~~Depreciation~~This ~~expense~~Quarterly isReport ~~the~~does ~~quarterly~~not ~~depreciation~~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 ~~payphone~~Securities ~~equipment,~~and ~~which~~Exchange Commission isthat ~~valued~~permit atus ~~$5,000~~to provide only management’s report in this Quarterly Report. ~~The~~ As required by SEC Rule 13a-15(b), our company ~~uses~~carried out an evaluation, under the ~~straight~~supervision ~~line~~and ~~method~~with the participation of management, ~~with~~including aour ~~useful~~Chief ~~life~~Executive Officer, of 5the ~~years~~effectiveness ~~with~~of $0its ~~salvage~~disclosure ~~value. The~~controls ~~payphone~~and ~~equipment~~procedures ~~was~~as ~~acquired~~of bythe end of the ~~company~~period covered by this Quarterly Report. Based on ~~September~~this 1evaluation, ~~2010~~management concluded that our disclosure controls and procedures were ineffective at the reasonable assurance level.

~~Telecommunication~~INHERENT ~~costs~~LIMITATIONS ~~were~~ON ~~$4,234~~EFFECTIVENESS inOF the nine months ended September 30, 2011 and $4,412 in the nine months ended September 30, 2012. Commission costs were $150 in the nine months ended September 30, 2011 and $145 in the nine months ended September 30, 2012. Depreciation expense was $750 in the nine months ended September 30, 2011 and in the nine months ended September 30, 2012.CONTROLS

~~OPERATION~~The ~~AND~~Company's ~~ADMINISTRATIVE~~management ~~EXPENSES~~does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Operating expenses~~Projections ~~increased by $2,930, from $25,774 in the nine months ended September 30, 2011 to $28,704 in the nine months ended September 30, 2012. Operating expenses primarily consist~~ of ~~general~~any ~~and~~evaluation ~~administrative expenses (G&A) and professional fees. G&A expenses, made up primarily~~ of ~~office~~controls ~~expenses~~effectiveness to ~~and~~future ~~outside~~periods ~~services~~are ~~consisting~~subject ~~of stock transfer fees and filing fees, decreased by $525, from $12,774 in the nine months ended September 30, 2011~~ to ~~$12,249 in the nine months ended September 30, 2012~~risks. ~~Professional~~Over ~~fees~~time, ~~made~~controls upmay ofbecome ~~accounting,~~inadequate ~~bookkeeping,~~because and legal fees increased by $1,500, from $13,000 for the nine months ended September 30, 2011 to $14,500 in the nine months ended September 30, 2012. These are fees we pay to accountants and attorneys throughout the year for performing various tasks. The bulk of ~~the~~changes ~~increase~~ in ~~expense~~conditions ~~was~~or ~~due to the Company’s professional expenses~~ deterioration in ~~2012, when comparing~~ the ~~same~~degree ~~period~~of incompliance ~~2011.~~with ~~Our~~policies ~~expenses~~or ~~to date are largely due to professional fees that include accounting and legal fees~~procedures.

~~ITEM~~PART 3II. ~~QUANTITATIVE~~OTHER ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~INFORMATION

WeITEM ~~are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities~~1. A ~~large~~LEGAL number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with other public companies, some of which may also have funds available for use by an acquisition candidate.PROCEEDINGS

~~Market~~Not ~~Price~~Applicable. There are no legal proceedings that are required to be disclosed in accordance with Item 103 of Regulation S-K.

There is no current trading market for our Common Stock 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.22

20ITEM 1A. RISK FACTORS

~~Options,~~Our ~~Warranties~~business and ~~Other~~plan ~~Equity~~of ~~Items~~operation is subject to numerous risk factors, including, but not limited to, the following:

~~There are no outstanding options or warrants to purchase, nor any~~Our ~~securities~~limited ~~convertible~~operating ~~into,~~history makes ~~shares~~its ofpotential ~~our~~difficult ~~Common Stock. Additionally, there are no shares of Common Stock that could be sold pursuant~~ to ~~Rule 144 under the Securities Act or that we had agreed to register under the Securities Act for sale by security holders~~assess. ~~Further,~~ ~~there are no shares of Common Stock of the Company being, or proposed to be, publicly offered by the Company.~~

~~ITEM~~We 4have limited assets and financial resources. ~~CONTROLS~~ ~~AND~~We ~~PROCEDURES~~ will, in all likelihood, continue to sustain operating expenses without corresponding revenue, at least until the consummation of a business combination. This will most likely result in the Company incurring a net operating loss, which will increase continuously until we can consummate a business combination with a target company. There is no assurance that we can identify such a target company and consummate such a business combination.

~~The~~We ~~Company's~~have ~~Chief~~no ~~Executive~~agreement ~~Officer is responsible~~ for ~~establishing~~a business combination and ~~maintaining~~no ~~disclosure~~minimum ~~controls~~requirements ~~and procedures~~ for ~~the~~a ~~Company~~business combination.

~~EVALUATION~~We OFhave ~~DISCLOSURE~~no ~~CONTROLS~~current ~~AND~~arrangement, agreement ~~PROCEDURES~~or understanding with respect to engaging in a business combination with a specific entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. No particular industry or specific business within an industry has been selected for a target company. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is no assurance that we will be able to negotiate a business combination on terms favorable to us.

~~For~~There ~~purposes~~is ofno ~~this~~assurance ~~Item 4., the term disclosure controls and procedures means controls and other procedures~~ of ~~the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files~~ success or ~~submits~~profitability ~~under the Securities Exchange Act~~ of ~~1934, as amended (15 U.S.C. 78a et seq. and hereinafter~~ the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. ~~Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above.~~

AsThere ofis ~~September~~no ~~30,~~assurance ~~2012~~that ~~our~~we ~~Chief~~will acquire ~~Executive~~a ~~Officer~~favorable ~~and~~business ~~Chief~~opportunity. ~~Financial~~Even ~~Officer~~if ~~have~~we ~~reviewed~~should ~~the~~become ~~effectiveness~~involved ofin ~~our~~a ~~disclosure~~business ~~controls~~opportunity, ~~and~~there ~~procedures~~is ~~(as~~no ~~defined~~assurance inthat we ~~Rules~~will ~~13a-15(f)~~generate ~~and~~revenue ~~15d-15(f)~~or ofprofits, ~~the~~or ~~Exchange~~that ~~Act) as of~~ the ~~period~~market ~~covered~~price byof ~~this~~our ~~report,~~outstanding ~~September~~shares ~~30,~~will ~~2012~~be ~~and~~increased ~~have~~thereby. ~~concluded~~The ~~that~~type ~~(i)~~of business ~~the~~to ~~Company’s~~be ~~disclosure~~acquired ~~controls~~may ~~and~~be ~~procedures~~one ~~are~~that ~~not~~desires ~~effective~~ to ~~ensure~~avoid ~~that~~effecting ~~material~~its ~~information~~own ~~relating~~public tooffering and the ~~Company~~accompanying ~~is recorded~~expense, ~~processed~~delays, uncertainties ~~summarized,~~ and ~~reported~~federal ~~within~~and ~~the~~state ~~time~~requirements ~~periods~~which ~~specified~~purport into ~~the~~protect ~~rules~~investors. ~~and~~Because ~~forms~~ of ~~the~~our ~~Commission~~limited ~~due to a material weakness identified~~capital, ~~and~~it ~~that~~is ~~(ii)~~more likely ~~the~~than ~~Company’s~~not ~~controls and procedures are designed to ensure~~ that ~~information~~any ~~required~~acquisition ~~to be disclosed~~ by the Company inwill ~~the~~involve ~~reports~~other ~~that~~parties itwhose ~~files~~primary orinterest ~~submits~~is ~~under~~ the ~~Exchange~~acquisition ~~Act~~of iscontrol of ~~accumulated~~a ~~and~~publicly ~~communicated~~traded tocompany. ~~the Company's management~~Moreover, ~~including~~any ~~its~~business ~~principal~~opportunity ~~executive~~acquired ~~and~~may ~~principal~~be ~~financial~~currently ~~officers,~~unprofitable or ~~persons~~present ~~performing~~other ~~similar functions, as appropriate to allow timely decisions regarding required disclosure~~negative factors.

~~The~~We ~~material~~may ~~weakness~~not ~~identified~~be ~~relates~~able to ~~the~~diversify its ~~lack of proper segregation of duties~~business. ~~The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.~~

21Because we have limited financial resources, it is unlikely that we will be able to diversify our acquisitions or operations. Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.

~~CHANGES~~We INhave ~~INTERNAL~~limited ~~CONTROLS~~officers ~~OVER FINANCIAL REPORTING~~and directors.

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our third quarter as of September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.23

~~REPORT~~Because OFmanagement ~~MANAGEMENT~~consists ONof only ~~INTERNAL~~three ~~CONTROL~~persons, ~~OVER~~while ~~FINANCIAL~~seeking ~~REPORTING~~a business combination, Joseph Passalaqua, the President of the Company, Garry McHenry, the Secretary of the Company, and Devon Nish, the Director of the Company, will be the only individuals responsible in conducting the day-to-day operations of the Company. We do not benefit from having access to multiple judgments that a greater number of directors or officers would provide, and we will rely completely on the judgment of our two officers and one director when selecting a target company. Mr. Passalaqua, Mr. McHenry, and Mr. Nish anticipate devoting only a limited amount of time per month to the business of the Company. Mr. Passalaqua, Mr. McHenry, and Mr. Nish have not entered into a written employment agreement with the Company and they are not expected to do so. We do not anticipate obtaining key man life insurance on Mr. Passalaqua, Mr. McHenry, or Mr. Nish. The loss of the services of Mr. Passalaqua, Mr. McHenry, and Mr. Nish would adversely affect development of our business and our likelihood of continuing operations.

~~Our~~We ~~management~~depend ison ~~responsible~~management ~~for establishing~~ and management's ~~maintaining~~participation ~~adequate internal control over financial reporting for the Company. Internal control over financial reporting~~ is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of Americalimited. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, our internal control over financial reporting does not provide assurance that a misstatement of our financial statements would be prevented or detected.

AsWe ofwill ~~December~~be ~~31,~~entirely ~~2011,~~dependent ~~management conducted an evaluation of~~ upon the ~~effectiveness~~experience of our ~~internal~~officers ~~control over financial reporting~~ and ~~found~~directors itin ~~to be not effective subsequent to filing our Annual Report on Form 10-K for the year ended December 31~~seeking, ~~2011 on February 14~~investigating, ~~2012,~~and ~~with~~acquiring ~~the~~a ~~Commission.~~business ~~Management~~and ~~conducted~~in anmaking ~~evaluation~~decisions ~~of the effectiveness of~~ regarding our ~~internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission~~operations. ~~Management~~It ~~has~~is ~~concluded~~possible that, ~~the~~from ~~Company’s~~time ~~internal~~to ~~controls~~time, ~~over financial reporting are not effective because as noted in~~ the ~~Annual~~inability ~~Report, we do have not proper segregation~~ of ~~duties~~such ~~due~~persons to ~~our~~devote ~~limited~~their ~~resources~~full ~~available.~~time Asattention weto ~~obtain~~the Company ~~additional funding and employ additional personnel, we~~ will ~~implement~~cause ~~programs recommended by~~ the ~~Treadway~~Company ~~Commission~~ to ~~ensure~~lose ~~the~~an ~~proper segregation of duties and reporting channels~~opportunity.

~~Our~~Conflicts ~~independent public accountant, MaloneBailey, LLP, has not conducted an audit~~ of ~~our~~interest ~~controls~~exist between ~~and procedures regarding internal control over financial reporting. Consequently, MaloneBailey, LLP expresses no opinion with regards to~~ the ~~effectiveness~~Company ~~or implementation of our controls~~ and ~~procedures~~its ~~with regards to internal control over financial reporting~~management.

22Certain conflicts of interest exist between the Company and its officers and directors. They have other business interests to which they currently devote attention, and are expected to continue to do so. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner that is consistent with their fiduciary duties to the Company.

~~INHERENT~~It ~~LIMITATIONS~~is ONanticipated ~~EFFECTIVENESS~~that OFour ~~CONTROLS~~principal stockholders may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, our principal stockholders may consider their own personal pecuniary benefit rather than the best interest of other Company shareholders. Depending upon the nature of a proposed transaction, Company stockholders other than the principal stockholders may not be afforded the opportunity to approve or consent to a particular transaction.

~~The~~We ~~Company's~~may ~~management~~need ~~does~~additional ~~not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud~~financing. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Projections~~We have very limited funds, and such funds, may not be adequate to take advantage of any ~~evaluation~~available ofbusiness ~~controls~~opportunities. ~~effectiveness~~Even if our currently available funds prove to ~~future~~be ~~periods~~sufficient to pay for our operations until we are ~~subject~~able to ~~risks.~~acquire ~~Over~~an ~~time~~interest in, ~~controls~~or ~~may~~complete ~~become~~a transaction ~~inadequate~~with, ~~because~~a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity. Thus, the ultimate success of ~~changes~~the Company will depend, in ~~conditions~~part, upon our availability to raise additional capital. In the event that we require modest amounts of additional capital to fund our operations until we are able to complete a business acquisition or ~~deterioration~~transaction, such funds, are expected to be provided by the principal shareholders. However, we have not investigated the availability, source, or terms that might govern the acquisition of the additional capital, which is expected to be required in order to exploit a business opportunity, and will not do so until we have determined the ~~degree~~level of need ~~compliance~~for ~~with~~such ~~policies~~additional financing. There is no assurance that additional capital will be available from any source or, ~~procedures~~if available, that it can be obtained on terms acceptable to the Company. If not available, our operations will be limited to those that can be financed with our modest capital.

2324

~~PART~~We ~~II. OTHER~~may ~~INFORMATION~~need to depend upon outside advisors.

~~ITEM~~To 1supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. ~~LEGAL~~The ~~PROCEEDINGS~~selection of any such advisors will be made by our officers, without any input by shareholders. Furthermore, it is anticipated that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to the Company. In the event the officers and directors of the Company consider it necessary to hire outside advisors, they may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.

~~Not~~We ~~Applicable. There~~may ~~are~~have nosignificant ~~legal~~competition for ~~proceedings~~business ~~that~~opportunities ~~are~~and ~~required~~combinations toand may be ~~disclosed~~at ina ~~accordance~~competitive ~~with~~disadvantage ~~Item~~in ~~103~~completing ofa ~~Regulation~~business ~~S-K~~combination.

~~ITEM~~We 1Aare and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. ~~RISK~~ ~~FACTORS~~A large number of established and well-financed entities, including venture capital firms are active in mergers and acquisitions of companies. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with public companies, some of which may also have funds available for use by an acquisition candidate.

~~Our~~We ~~business~~lack ~~and~~market ~~plan~~research ofand a ~~operation~~marketing ~~is subject to numerous risk factors, including, but not limited to, the following:~~organization.

~~Our~~We ~~limited~~have ~~operating~~neither ~~history~~conducted, ~~makes~~nor ~~its~~have ~~potential~~others ~~difficult~~made available to ~~assess~~it, market research indicating that demand exists for the transactions contemplated by the Company. In the event demand exists for a transaction of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

We ~~have~~do ~~limited~~not ~~assets~~have ~~and~~any ~~financial~~long ~~resources. We~~term contracts ~~will,~~with inour ~~all~~customers ~~likelihood,~~and ~~continue to sustain operating expenses without corresponding revenue, at least until~~ the ~~consummation~~contracts ofthat aare ~~business combination. This will most likely result~~ in ~~the~~place ~~Company~~may ~~incurring~~be aterminated ~~net~~at ~~operating loss, which~~ will ~~increase continuously until we can consummate a business combination with a target company~~. ~~There is no assurance that we can identify such a target company and consummate such a business combination.~~

We do not have noany ~~agreement~~long-term ~~for~~agreements with athe ~~business~~customers ~~combination~~of our payphones and nothey ~~minimum~~may ~~requirements~~terminate ~~for~~our acontract to operate at will. Therefore, there is no continuity to our business. ~~combination~~Although we are trying to expand our customer base, our efforts are still in the preliminary stages. If we lose our current customers and do not have any potential new customers at the time of such termination, our results of operations and financial condition will be adversely affected.

WeOur ~~have no current arrangement, agreement or understanding with respect to engaging in a~~ business combination with a specific entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. No particular industry or specific business within an industry has been selected for a target company. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is ~~no assurance that we will be able to negotiate a business combination on terms favorable to us~~seasonal.

~~There~~Our isrevenues nofrom ~~assurance~~payphone operation are affected by seasonal variations, geographic distribution of ~~success~~payphones orand ~~profitability~~type of location. Because we operate in the ~~Company~~northeastern part of the country with many of the payphones located outdoor, weather patterns affect our revenue streams. Revenues drop off significantly during winter and conversely show an increase in the spring and summer. Revenues are generally lowest in the first quarter and highest in the third quarter. If we do not adequately budget our resources to get us through the low revenue periods, we may not have the resources to operate our business during such periods.

There is no assurance that we will acquire a favorable business opportunity. Even if we should become involved in a business opportunity, there is no assurance that we will generate revenue or profits, or that the market price of our outstanding shares will be increased thereby. The type of business to be acquired may be one that desires to avoid effecting its own public offering and the accompanying expense, delays, uncertainties and federal and state requirements which purport to protect investors. Because of our limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.25

24We do not own any intellectual property.

We ~~may~~do not own any patents or trademarks. Companies in the telecommunications industry and other industries in which we compete own large numbers of patents, copyrights and trademarks. Such companies are know to frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property claims against us grows. We might not be able to ~~diversify~~withstand ~~its~~any ~~business~~third-party claims or rights against their use.

~~Because~~Government weregulations ~~have~~may ~~limited~~change or ~~financial~~be ~~resources,~~added ~~it is unlikely~~ that wemay ~~will~~adversely beaffect ~~able to diversify~~ our ~~acquisitions~~ability ~~or operations. Our probable inability~~ to ~~diversify~~conduct, ~~our activities into more than one area will subject us to economic fluctuations within a particular business~~ or ~~industry~~how ~~and~~we ~~therefore~~conduct, ~~increase the risks associated with~~ our ~~operations~~business.

We ~~have~~are ~~limited~~subject ~~officers~~to varying degrees of regulation by federal, state, local and ~~directors~~foreign regulators. The implementation, modification, interpretation and enforcement of these laws and regulations vary and can limit our ability to provide many of our services. Our ability to compete in our target markets depends, in part, upon favorable regulatory conditions and the favorable interpretations of existing laws and regulations.

~~Because~~In ~~management consists of only three persons~~addition, while ~~seeking~~the aFCC ~~business~~currently requires ~~combination, Joseph Passalaqua,~~ the ~~President~~sellers of ~~the~~long ~~Company,~~distance ~~Garry~~toll ~~McHenry,~~free ~~the~~services ~~Secretary~~to ofpay ~~the~~us ~~Company,~~$0.494 ~~and~~cents ~~Devon~~per ~~Nish~~call, ~~the~~such ~~Director~~regulations ofmay ~~the Company, will~~ be ~~the~~reduced ~~only individuals responsible~~ in ~~conducting~~scope or ~~the~~effect ~~day-to-day operations of the Company. We do not benefit from having access to multiple judgments that a greater number of directors~~ or ~~officers would provide~~repealed, ~~and~~which wewould ~~will~~have ~~rely~~a ~~completely~~negative oneffect ~~the~~upon ~~judgment of~~ our ~~two~~revenue ~~officers and one director when selecting a target company~~stream. ~~Mr.~~ ~~Passalaqua,~~We ~~Mr.~~have ~~McHenry,~~no ~~and~~control ~~Mr.~~over ~~Nish~~what ~~anticipate~~rules ~~devoting only a limited amount of time per month to the business of the Company. Mr. Passalaqua, Mr. McHenry,~~ and ~~Mr. Nish have not entered into a written employment agreement with~~ regulations the ~~Company~~state and ~~they~~federal ~~are~~regulatory ~~not~~agencies ~~expected~~require us to dofollow ~~so.~~now ~~We do not anticipate obtaining key man life insurance on Mr. Passalaqua, Mr. McHenry,~~ or ~~Mr.~~in ~~Nish. The loss of~~ the ~~services of Mr~~future. ~~Passalaqua,~~It ~~Mr.~~is ~~McHenry,~~possible ~~and~~for ~~Mr.~~future ~~Nish~~regulations ~~would~~to ~~adversely~~be so ~~affect~~financially ~~development~~demanding ofthat ~~our~~they ~~business~~cause ~~and~~us ~~our~~to ~~likelihood~~go out of ~~continuing operations~~business.

Further, the Telecommunications Act of 1996, regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory constraints. We are unable to predict definitively the impact that the ongoing changes in the telecommunications industry will ultimately have on our business, results of operations or financial condition. The financial impact will depend on ~~management~~several factors, including the timing, extent and ~~management's~~success ~~participation~~of iscompetition ~~limited~~in our markets, the timing and outcome of various regulatory proceedings and any appeals, and the timing, extent and success of our pursuit of new opportunities resulting from the Telecommunications Act of 1996 and technological advances.

~~We will be entirely dependent upon the experience of our officers and directors in seeking, investigating, and acquiring a business and in making decisions regarding our operations.~~ It is ~~possible~~probable that, ~~from~~there ~~time~~will be toa ~~time,~~change ~~the~~in ~~inability~~control of ~~such persons to devote their full time attention to~~ the Company ~~will~~and/or ~~cause the Company to lose an opportunity~~management.

~~Conflicts~~In conjunction with completion of a business acquisition, it is anticipated that we will issue an amount of our authorized, but un-issued common stock that represents the greater majority of the voting power and equity of the Company, which will, in all likelihood, result in stockholders of a target company obtaining a controlling interest ~~exist~~in ~~between~~the Company. As a condition of the business combination agreement, the current stockholder(s) of the Company may agree to sell or transfer all or a portion of our common stock he/they own(s) so to provide the target company with all or majority control. The resulting change in control of the Company will likely result in removal of the present officers and ~~its~~directors ~~management~~of the Company and a corresponding reduction in or elimination of his/their participation in the future affairs of the Company.

Certain conflicts of interest exist between the Company and its officers and directors. They have other business interests to which they currently devote attention, and are expected to continue to do so. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner that is consistent with their fiduciary duties to the Company.26

ItStockholders iswill ~~anticipated~~likely ~~that our principal stockholders may actively negotiate or otherwise consent to the purchase of~~ suffer a ~~portion~~dilution of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, our principal stockholders may consider their own personal pecuniary benefit rather than the ~~best~~value ~~interest~~ of ~~other~~their ~~Company~~shares ~~shareholders. Depending~~ upon ~~the nature of~~ a ~~proposed~~business ~~transaction, Company stockholders other than the principal stockholders may not be afforded the opportunity to approve or consent to a particular transaction~~combination.

25A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in such business combination, the per-share value of our common stock may increase or decrease, perhaps significantly.

WeNo public market exists and no public market may ~~need~~develop ~~additional~~for ~~financing~~the Company’s common stock.

WeThere ~~have~~is ~~very limited funds, and such funds, may not be adequate to take advantage of any available business opportunities. Even if our~~ currently ~~available~~no ~~funds~~public ~~prove to be sufficient to pay~~ market for our ~~operations~~common ~~until~~stock, weand ~~are~~no ~~able~~assurance tocan ~~acquire~~be angiven ~~interest~~that ~~in,~~a ormarket ~~complete~~will adevelop ~~transaction~~or ~~with,~~that a ~~business~~shareholder ~~opportunity,~~ever ~~such funds~~ will ~~clearly not~~ be ~~sufficient~~able to ~~enable~~liquidate his itinvestment towithout ~~exploit~~considerable ~~the opportunity. Thus~~delay, ~~the~~if ~~ultimate~~at ~~success~~all. ofIf ~~the~~a ~~Company~~market ~~will~~should ~~depend~~develop, inthe ~~part,~~price ~~upon~~may ~~our~~be ~~availability~~highly ~~to raise additional capital~~volatile. InFactors ~~the~~such as ~~event~~those ~~that~~discussed wein ~~require~~this ~~modest~~"Risk ~~amounts~~Factors” ofsection ~~additional~~may ~~capital~~have ~~to fund our operations until we are able to complete~~ a ~~business~~significant ~~acquisition~~impact orupon ~~transaction,~~the ~~such~~market ~~funds,~~price ~~are~~of ~~expected to be provided by~~ the ~~principal~~securities offered ~~shareholders~~hereby. ~~However,~~ weOwing ~~have~~to ~~not investigated~~ the ~~availability,~~low ~~source,~~price orof ~~terms that might govern~~ the ~~acquisition~~securities, ofmany ~~the~~brokerage ~~additional~~firms ~~capital,~~may ~~which~~not isbe ~~expected~~willing to beeffect ~~required~~transactions in ~~order~~the securities. toEven ~~exploit~~if a ~~business~~purchaser ~~opportunity,~~finds ~~and~~a ~~will~~broker ~~not~~willing doto soeffect ~~until~~a wetransaction ~~have~~in ~~determined~~these securities, the ~~level~~combination of ~~need~~brokerage commissions, ~~for~~state ~~such~~transfer ~~additional financing. There is no assurance that additional capital will be available from any source or~~taxes, if ~~available~~any, ~~that~~and itany ~~can~~other beselling ~~obtained~~costs onmay ~~terms~~exceed ~~acceptable to~~ the ~~Company. If~~sales ~~not available, our operations will be limited to those that can be financed with our modest capital~~proceeds.

WeThere may ~~need~~be torestrictions ~~depend~~imposed by ~~upon~~states ~~outside~~on ~~advisors~~the sale of common stock by investors.

ToBecause ~~supplement~~ the ~~business~~securities ~~experience~~registered hereunder ofhave ~~our~~not ~~officers~~been ~~and~~registered ~~directors,~~for weresale ~~may~~under bethe ~~required~~Blue toSky ~~employ~~laws ~~accountants,~~of ~~technical~~any ~~experts~~state, ~~appraisers,~~the ~~attorneys,~~holders orof ~~other~~such ~~consultants~~shares orand ~~advisors.~~persons ~~The~~who desire ~~selection~~to ofpurchase them in any ~~such~~trading ~~advisors~~market ~~will~~that bemight ~~made~~develop byin ~~our~~the ~~officers~~future, ~~without~~should ~~any~~be ~~input by shareholders. Furthermore~~aware, ~~it is anticipated~~ that ~~such~~there ~~persons~~ may be ~~engaged~~significant state onBlue anSky aslaw ~~needed~~restrictions ~~basis~~upon ~~without~~the aability ~~continuing~~of ~~fiduciary~~investors ~~or other obligation~~ to ~~the~~sell ~~Company. In~~ the ~~event~~securities ~~the officers~~ and ~~directors~~ of ~~the~~purchasers ~~Company consider it necessary~~ to ~~hire~~purchase ~~outside~~the ~~advisors~~securities. Accordingly, ~~they~~investors ~~may~~should ~~elect~~consider tothe ~~hire~~secondary ~~persons~~market ~~who~~for ~~are~~our ~~affiliates,~~securities ~~if those affiliates are able~~ to ~~provide~~be ~~the~~a ~~required~~limited ~~services~~one.

We may ~~have~~be ~~significant~~subject ~~competition~~to ~~for~~additional risks ~~business~~because ~~opportunities~~of ~~and~~doing ~~combinations~~business ~~and may be at a competitive disadvantage~~ in ~~completing~~ a ~~business~~foreign ~~combination~~country.

We ~~are~~may ~~and~~effectuate ~~will~~a ~~continue~~business tocombination with bea anmerger ~~insignificant~~target ~~participant~~whose inbusiness ~~the~~operations ~~business~~or ofeven ~~seeking~~headquarters, ~~mergers~~place ~~with~~of ~~and~~formation ~~acquisitions~~or primary place of business ~~entities. A~~are ~~large~~located outside ~~number~~the United States of ~~established~~America. ~~and~~In ~~well-financed~~such ~~entities~~event, ~~including~~we ~~venture~~may ~~capital~~face ~~firms~~the ~~are~~significant ~~active~~additional inrisks ~~mergers~~associated ~~and~~with ~~acquisitions~~doing ofbusiness in ~~companies~~that country. ~~Nearly~~ ~~all~~In ~~such~~addition ~~entities~~to ~~have~~the ~~significantly~~language ~~greater~~barriers, different presentations of financial ~~resources~~information, ~~technical~~different ~~expertise~~business practices, and ~~managerial~~other ~~capabilities~~cultural ~~than~~differences us and, ~~consequently,~~barriers wethat ~~will~~may bemake atit adifficult ~~competitive~~to ~~disadvantage~~evaluate insuch ~~identifying~~a ~~possible~~merger ~~business~~target, ~~opportunities~~ongoing ~~and~~business ~~successfully~~risks result ~~completing~~from athe ~~business~~international ~~combination. Moreover~~political situation, weuncertain ~~will~~legal ~~also~~systems ~~compete~~and inapplications ~~seeking~~of ~~merger~~law, orprejudice ~~acquisition~~against ~~candidates~~foreigners, corrupt ~~with~~practices, ~~public~~uncertain ~~companies,~~economic ~~some~~policies ofand ~~which~~potential ~~may~~political ~~also~~and ~~have~~economic ~~funds~~instability ~~available~~that ~~for~~may ~~use~~be byexacerbated anin ~~acquisition~~various foreign ~~candidate~~countries.

WeThe ~~lack~~consummation ~~market~~of ~~research~~a business combination may subject us and aour ~~marketing~~stockholders ~~organization~~to federal and state taxes.

WeFederal ~~have~~and state ~~neither~~tax ~~conducted~~consequences will, ~~nor~~in ~~have~~all ~~others~~likelihood, ~~made~~be ~~available~~major toconsiderations ~~it,~~in ~~market~~any ~~research~~business ~~indicating~~combination that ~~demand~~we ~~exists~~may ~~for~~undertake. ~~the~~Currently, such transactions ~~contemplated~~may bybe ~~the~~structured ~~Company~~to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. In ~~the~~We ~~event~~intend ~~demand~~to ~~exists~~structure ~~for~~any abusiness ~~transaction~~combination ofso as to minimize the ~~type~~federal ~~contemplated by~~ and state tax consequences to both the Company and the target entity; however, there is can be no assurance that such business combination will meet the ~~Company~~ statutory requirements of a tax-free reorganization or that the parties will be ~~successful~~obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in ~~completing~~the ~~any~~imposition ~~such~~of ~~business~~both ~~combination~~federal and state taxes, which may have an adverse effect on both parties to the transaction.

2627

WeRegulation doof ~~not~~Penny ~~have any long term contracts with our customers and the contracts that are in place may be terminated at will.~~Stocks

WeThe doSecurities and ~~not~~Exchange ~~have~~Commission ~~any~~(the ~~long-term~~“Commission") ~~agreements~~has ~~with~~adopted ~~the~~a ~~customers~~number of ~~our~~rules ~~payphones~~to ~~and~~regulate ~~they~~“penny ~~may~~stocks." ~~terminate~~Such rules ~~our~~include ~~contract~~Rule to3a51-1 ~~operate~~and atRules ~~will. Therefore,~~15g-1 ~~there~~through is15g-9 nounder ~~continuity~~the toSecurities ~~our~~Exchange ~~business. Although~~Act weof ~~are~~1934, ~~trying~~as toamended. ~~expand~~Because our ~~customer~~securities may ~~base,~~constitute ~~our~~“penny ~~efforts~~stocks" ~~are~~within ~~still~~the inmeaning of the ~~preliminary~~rules ~~stages. If~~(as weany ~~lose~~equity ~~our~~security ~~current~~that ~~customers~~has ~~and~~a domarket ~~not~~price ~~have~~of ~~any~~less than ~~potential~~$5.00 ~~new~~per ~~customers~~share ator ~~the~~with ~~time~~an exercise price of ~~such~~less ~~termination~~than $5.00 per share, ~~our~~largely ~~results~~traded in the National Association of ~~operations~~Securities Dealers’ ~~and~~(NASD) ~~financial~~OTC ~~condition~~Bulletin ~~will~~Board beor ~~adversely~~the ~~affected~~"Pink Sheets", the rules may apply to us and to our securities.

~~Our~~The ~~business~~Commission has adopted Rule 15g-9 that established sales practice requirements low price securities. Unless the transaction is, ~~seasonal~~exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person’s account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

~~Our~~In ~~revenues~~order ~~from~~to approve ~~payphone~~a ~~operation~~person's ~~are~~account ~~affected~~for bytransactions ~~seasonal~~in ~~variations~~penny stock, ~~geographic~~the ~~distribution~~broker ofor ~~payphones~~dealer must: (a) obtain from the person information concerning the person's financial situation, investment experience, and ~~type~~investment ofobjectives; ~~location.~~(b) ~~Because~~reasonably wedetermine ~~operate~~that transactions in penny stock are suitable for that person, and that the ~~northeastern~~person ~~part~~has ofsufficient knowledge and experience in financial matters that the ~~country~~person ~~with~~reasonably ~~many~~may be expected to be capable of evaluating the ~~payphones~~risks ~~located~~of ~~outdoor,~~transactions ~~weather~~in ~~patterns~~penny ~~affect~~stock; ~~our~~(c) ~~revenue~~deliver ~~streams.~~to ~~Revenues~~the person ~~drop~~a ~~off~~written ~~significantly~~statement ~~during~~setting ~~winter~~forth ~~and~~the ~~conversely~~basis ~~show~~on anwhich ~~increase~~the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the ~~spring~~broker ~~and~~or ~~summer.~~dealer ~~Revenues~~to ~~are~~affect ~~generally~~a ~~lowest~~transaction in penny stock unless the ~~first~~broker ~~quarter~~or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and ~~highest~~(ii) stating in a highlighted format immediately preceding the ~~third~~customer ~~quarter. If~~signature weline dothat ~~not~~(iii) ~~adequately~~the ~~budget~~broker ~~our~~or ~~resources~~dealer is required to ~~get~~provide usthe ~~through~~person with the ~~low~~written ~~revenue~~statement; and ~~periods,~~(iv) wethe ~~may~~person should not ~~have~~sign and return the ~~resources~~written statement to ~~operate~~the ~~our~~broker ~~business~~or ~~during~~dealer ~~such~~if ~~periods~~it does not accurately reflect the person’s financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement.

It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market. Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that have occurred historically in the penny stock market. Although we do not ~~own~~expect ~~any~~to ~~intellectual~~be ~~property~~in a position to dictate the behavior of the market or of broker-dealers who participate in the market, we will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

We do not own any patents or trademarks. Companies in the telecommunications industry and other industries in which we compete own large numbers of patents, copyrights and trademarks. Such companies are know to frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property claims against us grows. We might not be able to withstand any third-party claims or rights against their use.28

~~Government~~ITEM ~~regulations~~2. ~~may~~UNREGISTERED ~~change~~SALES orOF beEQUITY ~~added~~SECURITIES ~~that~~AND ~~may~~USE ~~adversely~~OF ~~affect our ability to conduct, or how we conduct, our business~~PROCEEDS.

WeAs ~~are~~of ~~subject~~the toyear ~~varying~~ended ~~degrees~~December ~~of regulation by federal~~31, 2012 ~~state,~~and ~~local~~the ~~and~~nine ~~foreign~~months ~~regulators.~~ended ~~The~~September ~~implementation~~30, ~~modification~~2013, ~~interpretation~~Biolog ~~and~~has ~~enforcement~~100,000,000 shares of ~~these~~common ~~laws~~stock ~~and~~authorized ~~regulations~~at ~~vary and can limit our ability to provide many of our services~~$0.001 ~~Our~~par ~~ability~~value per toshare ~~compete~~and ~~in our target markets depends~~40, ~~in part~~436,710 ~~upon~~shares ~~favorable regulatory conditions and the favorable interpretations~~ of ~~existing~~common ~~laws~~stock issued and ~~regulations~~outstanding.

InAs ~~addition,~~of ~~while~~ the ~~FCC~~year ~~currently~~ended ~~requires~~December ~~the~~31, 2012 ~~sellers~~and ofthe ~~long~~nine ~~distance~~months ~~toll~~ended ~~free~~September ~~services~~30, ~~to pay us $0.494 cents per call~~2013, ~~such~~Biolog ~~regulations~~had ~~may be reduced in scope or effect or repealed~~10,000,000 ~~which~~shares ~~would~~of ~~have~~preferred astock ~~negative~~authorized ~~effect~~at ~~upon our revenue stream~~$0.001 Weand ~~have~~0 noshares of ~~control~~preferred ~~over~~stock ~~what~~issued ~~rules~~ and ~~regulations the state and federal regulatory agencies require us to follow now or in the future~~outstanding. ~~It is possible for future regulations to be so financially demanding that they cause us to go out of business.~~

~~Further,~~ITEM the Telecommunications Act of 1996, regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory constraints3. WeDEFAULTS ~~are~~UPON ~~unable~~SENIOR ~~to predict definitively the impact that the ongoing changes in the telecommunications industry will ultimately have on our business, results of operations or financial condition~~SECURITIES. The financial impact will depend on several factors, including the timing, extent and success of competition in our markets, the timing and outcome of various regulatory proceedings and any appeals, and the timing, extent and success of our pursuit of new opportunities resulting from the Telecommunications Act of 1996 and technological advances.

27We have not defaulted on any senior securities.

ItITEM is4. ~~probable~~MINING ~~that~~SAFETY ~~there will be a change in control of the Company and/or management.~~DISCLOSURE

InNot conjunction with completion of a business acquisition, it is anticipated that we will issue an amount of our authorized, but un-issued common stock that represents the greater majority of the voting power and equity of the Company, which will, in all likelihood, result in stockholders of a target company obtaining a controlling interest in the CompanyApplicable. As a condition of the business combination agreement, the current stockholder(s) of the Company may agree to sell or transfer all or a portion of our common stock he/they own(s) so to provide the target company with all or majority control. The resulting change in control of the Company will likely result in removal of the present officers and directors of the Company and a corresponding reduction in or elimination of his/their participation in the future affairs of the Company.

~~Stockholders~~ITEM ~~will~~5. ~~likely~~OTHER ~~suffer a dilution of the value of their shares upon a business combination.~~INFORMATION

AThere ~~business~~is ~~combination~~no ~~normally~~other ~~will~~information that ~~involve~~should ~~the~~be ~~issuance of a significant number of additional shares~~disclosed. ~~Depending upon the value of the assets acquired in such business combination, the per-share value of our common stock may increase or decrease, perhaps significantly.~~

~~No public market exists and no public market may develop for the Company’s common stock.~~29

~~There~~ITEM is currently no public market for our common stock, and no assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all6. If a market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors” section may have a significant impact upon the market price of the securities offered hereby. Owing to the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the sales proceeds.EXHIBITS

There may be restrictions imposed by states on the sale of common stock by investors.


Exhibit Number	Description

EXHIBIT 3.1	Articles of Amendment to Articles of Incorporation (Profit)**
EXHIBIT 3.2	By-laws**
EXHIBIT 3.1	Certificate for Renewal and Revival of Charter**
EXHIBIT 31.1	Biolog, Inc. Certification of Chief Executive Officer Pursuant to Section 302.
EXHIBIT 31.2	Biolog, Inc. Certification of Chief Financial Officer Pursuant to Section 302.
EXHIBIT 32.1	Biolog, Inc. Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EXHIBIT 32.2	Biolog, Inc. Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Interactive Data Files for Highlight Networks, Inc. 10Q for the Period Ended September 30, 2013
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

~~Because~~*Pursuant ~~the~~to ~~securities~~Rule ~~registered~~406T ~~hereunder have not been registered for resale under the Blue Sky laws~~ of ~~any~~Regulation ~~state~~S-T, ~~the~~these ~~holders~~interactive ofdate files ~~such~~are ~~shares~~deemed ~~and~~not ~~persons~~filed ~~who~~or ~~desire~~part toof ~~purchase them in any trading market that might develop in~~ the ~~future,~~registration ~~should~~statement beor ~~aware,~~prospectus ~~that~~for ~~there~~purposes ~~may~~of beSections ~~significant~~11 ~~state~~and ~~Blue~~12 ~~Sky~~of ~~law restrictions upon~~ the ~~ability~~Securities Act of ~~investors~~1933 toor ~~sell~~Section ~~the~~18 ~~securities and~~ of ~~purchasers to purchase~~ the ~~securities. Accordingly,~~Securities ~~investors~~Act ~~should~~of ~~consider~~1934 ~~the~~and ~~secondary~~otherwise ~~market~~are ~~for~~not ~~our~~subject ~~securities~~ to ~~be a limited one~~liability.

We**Previously ~~may~~submitted beand ~~subject~~incorporated toby ~~additional risks because of doing business in a foreign country~~reference herein.

We may effectuate a business combination with a merger target whose business operations or even headquarters, place of formation or primary place of business are located outside the United States of America. In such event, we may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a merger target, ongoing business risks result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries.30

28SIGNATURES

~~The~~Pursuant ~~consummation~~to the requirements of aSection ~~business~~12 ~~combination~~of ~~may~~the ~~subject~~Securities usAct of ~~and~~1934, ~~our~~the ~~stockholders~~registrant has duly caused this registration statement to ~~federal~~be ~~and~~signed ~~state~~on ~~taxes~~its behalf by the undersigned, thereunto duly authorized.

~~Federal and state tax consequences will~~BIOLOG, ~~in all likelihood, be major considerations in any business combination that we may undertake~~INC. ~~Currently,~~Date: ~~such~~July ~~transactions may be structured to result in tax-free treatment to both companies~~9, ~~pursuant to various federal and state tax~~2014 ~~provisions. We~~By: ~~intend~~/s/Joseph toPassalaqua ~~structure~~Name: ~~any~~Joseph ~~business~~Passalaqua ~~combination~~Title: soPresident; asPrincipal toExecutive ~~minimize~~Officer ~~the~~By: ~~federal~~Garry ~~and~~McHenry ~~state~~Name: ~~tax~~Garry ~~consequences~~McHenry toTitle: ~~both the Company and the target entity~~Secretary; ~~however,~~Principal ~~there~~Financial ~~can~~Officer beBy: no/s/ ~~assurance~~Devon ~~that~~Nish ~~such~~Name: ~~business~~Devon ~~combination~~Nish ~~will~~Title: meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.Director

~~Regulation of Penny Stocks~~31

The Securities and Exchange Commission (the “Commission") has adopted a number of rules to regulate “penny stocks." Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities may constitute “penny stocks" within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded in the National Association of Securities Dealers’ (NASD) OTC Bulletin Board or the "Pink Sheets", the rules may apply to us and to our securities.

The Commission has adopted Rule 15g-9 that established sales practice requirements low price securities. Unless the transaction is, exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person’s account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the person's financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (iii) the broker or dealer is required to provide the person with the written statement; and (iv) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person’s financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement.

It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market. Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, we will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 12, 2009, 506,925 shares of Common Stock were issued to Joseph Passalaqua in exchange for forgiveness of a $1,317 advance.

On February 17, 2009, Biolog had a resolution and amended the Articles of Incorporation to include a 100:1 reverse stock split, with all fractional shares being dropped. The record date of the reverse split was May 28, 2009, with the effect being retroactive back to inception.

On May 29, 2009 Biolog issued 32,000,000 shares of common stock valued at $32,000 for services rendered to Officer, Directors, and Consultants of Biolog.

On September 1, 2010 Biolog issued 3,000,000 shares of common stock valued at $5,000 for equipment contributed by the Company’s President, Amanda Godin.

On November 2, 2010 319,562,320 shares of common stock were surrendered to Biolog by the following shareholders:

- 54,000,000 shares of common stock were surrendered to the Company by Amanda Godin

- 27,000,000 shares of common stock were surrendered to the Company by Garry McHenry

- 27,000,000 shares of common stock were surrendered to the Company by Kevin Kopaunik

- 27,000,000 shares of common stock were surrendered to the Company by Devon Nish

- 184,562,320 shares of common stock were surrendered to the Company by Joseph Passalaqua

On November 2, 2010, Biolog had a resolution and amended the Articles of Incorporation to include a 10/1 forward stock split, with all fractional shares being dropped. The record date of the reverse split was November 2, 2010, with the effect being retroactive back to inception.

As of the year ended December 31, 2011 and the quarter ended September 30, 2012, Biolog has 100,000,000 shares of common stock authorized at $0.001 par value per share and 40,436,710 shares of common stock issued and outstanding.

As of the year ended December 31, 2011 and the quarter ended September 30, 2012, Biolog had 10,000,000 shares of preferred stock authorized at $0.001 and 0 shares of preferred stock issued and outstanding.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

We have not defaulted on any senior securities.

ITEM 4. MINING SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

There is no other information that should be disclosed.

ITEM 6. EXHBITS

Exhibit Number Description

EXHIBIT 3.1 Articles of Amendment to Articles of Incorporation (Profit)**

EXHIBIT 3.2 By-laws**

EXHIBIT 3.1 Certificate for Renewal and Revival of Charter**

EXHIBIT 31.1 Biolog, Inc. Certification of Chief Executive Officer Pursuant to Section 302.

EXHIBIT 31.2 Biolog, Inc. Certification of Chief Financial Officer Pursuant to Section 302.

EXHIBIT 32.1 Biolog, Inc. Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 32.2 Biolog, Inc. Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

*Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

**Previously submitted and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIOLOG, INC.
Date: October 24, 2012
	By:	/s/ JOSEPH C. PASSALAQUA
		Joseph C. Passalaqua
		President, Director, Chief Executive Officer
		(Principal Executive Officer)
Date: October 24, 2012	By:	/s/ GARRY MCHENRY
		Garry MbHenry
		Secretary, Director, Chief Financial Officer
		(Principal Financial Officer)
By:		/s/ DEVON NISH
		Devon Nish
		Director

Filing Compare · Biolog, Inc