x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013 |
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______ |
Commission File Number 000-54882 |
BIOLOGIX HAIR INC.
|
||||||||||||||||||||
(Exact name of registrant as specified in its charter)
|
Nevada
|
27-4588540
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
82 Avenue Road, Toronto, Ontario, Canada
|
M5R 2H2
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(647) 344-5900
|
||||||||||||||||||||
(Registrant’s telephone number, including area code)
|
||||||||||||||||||||
N/A
|
||||||||||||||||||||
(Former name, former address and former fiscal year, if changed since last report)
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
||||||||||||||||||||
x
|
YES
|
o
|
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).
|
||||||||||||||||||||
o
|
YES
|
x
|
NO
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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
|
o
|
Accelerated filer o | |
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
|
o
|
YES
|
x
|
NO
|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
|
o
|
YES
|
o
|
NO
|
APPLICABLE ONLY TO CORPORATE ISSUERS
|
||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
||||
56,630,000 common shares issued and outstanding as of May 20, 2013.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Schema
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Label Linkbase
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase
|
PART I - FINANCIAL INFORMATION
|
3
|
|
Item 1.
|
Financial Statements
|
3
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
4
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
16
|
Item 4.
|
Controls and Procedures
|
16
|
PART II – OTHER INFORMATION
|
16
|
|
Item 1.
|
Legal Proceedings
|
16
|
Item 1A.
|
Risk Factors
|
16
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
16
|
Item 3.
|
Defaults Upon Senior Securities
|
17
|
Item 4.
|
Mine Safety Disclosures
|
17
|
Item 5.
|
Other Information
|
17
|
Item 6.
|
Exhibits
|
19
|
SIGNATURES
|
21
|
BIOLOGIX HAIR INC.
(formerly T & G Apothecary, Inc.)
(A development stage company)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2013
(As expressed in US dollars)
(Unaudited – Prepared by Management)
|
As at
|
March 31
2013
|
December 31
2012
|
||||||
$ | $ | |||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash and cash equivalents
|
67,136 | 63,755 | ||||||
Taxes receivable
|
- | 69,633 | ||||||
Prepaid expenses and deposit (Note 4)
|
175,729 | 250,682 | ||||||
Total current assets
|
242,865 | 384,070 | ||||||
Prepaid expense – long term (Note 4)
|
- | 31,270 | ||||||
Property and equipment (Note 5)
|
133,439 | 154,079 | ||||||
Website development cost (Note 6)
|
97,296 | 94,272 | ||||||
Total assets
|
473,600 | 663,691 | ||||||
LIABILITIES
|
||||||||
Current
|
||||||||
Accounts payable and accrued liabilities
|
494,735 | 423,876 | ||||||
Due to related parties (Note 8)
|
5,673 | 189,489 | ||||||
Current portion of promissory and convertible promissory notes (Note 7)
|
11,504,439 | 7,604,595 | ||||||
12,004,847 | 8,217,960 | |||||||
Non-current portion of promissory and convertible promissory notes (Note 7)
|
3,302,873 | 6,663,675 | ||||||
Total liabilities
|
15,307,720 | 14,881,635 | ||||||
STOCKHOLDERS’ EQUITY
|
||||||||
Common stock (Notes 1 and 9)
|
||||||||
Authorized: 900,000,000 common shares, $0.001 par value
|
||||||||
Issued and outstanding: 56,630,000 (December 31, 2012: 26,430,000 at $0.001 par value) common shares
|
56,630 | 26,430 | ||||||
Additional paid-in capital
|
13,161,857 | 11,248,754 | ||||||
Share subscriptions received in advance (Note 9)
|
650,000 | - | ||||||
Accumulated other comprehensive income
|
5,156 | 6,087 | ||||||
Deficit
|
(28,707,763 | ) | (25,499,215 | ) | ||||
Total stockholders’ equity (deficiency)
|
(14,834,120 | ) | (14,217,944 | ) | ||||
Total liabilities and stockholders’ equity
|
473,600 | 663,691 |
Three months
ended
March 31,
2013
|
Three months
ended
March 31,
2012
|
Cumulative
from October 4,
2011 to
March 31,
2013
|
||||||||||
$ | $ | $ | ||||||||||
OPERATING EXPENSES
|
||||||||||||
Amortization of website development costs (Note 6)
|
11,608 | 7,306 | 46,881 | |||||||||
Bank charges
|
1,454 | 2,782 | 14,749 | |||||||||
Clinical research and reformulation
|
83,104 | - | 1,103,087 | |||||||||
Consulting and management fees (Note 8)
|
116,994 | 158,871 | 973,060 | |||||||||
Depreciation (Note 5)
|
20,640 | 18,264 | 103,189 | |||||||||
Foreign exchange (gain) or loss
|
(2,059 | ) | 67 | (185 | ) | |||||||
Insurance
|
3,785 | 2,677 | 7,110 | |||||||||
Interest
|
814,942 | 5,425 | 2,965,898 | |||||||||
IPR&D expense (Note 2b)
|
- | - | 18,679,530 | |||||||||
Licences and permits
|
312 | - | 6,702 | |||||||||
Loss on disposition of assets (Note 5)
|
- | - | 6,362 | |||||||||
Marketing and sales promotion
|
55,348 | - | 426,278 | |||||||||
Office and administrative
|
29,196 | 3,495 | 103,148 | |||||||||
Professional fees
|
35,883 | 22,536 | 320,494 | |||||||||
Relocation fees
|
8,236 | 57,435 | 79,985 | |||||||||
Rent
|
123,617 | 46,980 | 395,639 | |||||||||
Royalty
|
119,870 | - | 388,847 | |||||||||
Stock based compensation
|
1,615,956 | - | 2,578,484 | |||||||||
Telephone
|
6,000 | 1,242 | 27,998 | |||||||||
Transfer agent fees
|
1,651 | 1,000 | 4,857 | |||||||||
Travel and promotion
|
53,963 | 144,603 | 445,083 | |||||||||
Wages and benefits
|
52,758 | - | 113,735 | |||||||||
Warehousing and distribution (Note 8)
|
- | - | 10,000 | |||||||||
Website maintenance
|
55,290 | - | 141,220 | |||||||||
NET LOSS BEFORE INCOME TAXES FOR THE PERIOD
|
(3,208,548 | ) | (472,683 | ) | (28,942,151 | ) | ||||||
Deferred income tax recovery
|
- | - | 234,388 | |||||||||
NET LOSS FOR THE PERIOD
|
(3,208,548 | ) | (472,683 | ) | (28,707,763 | ) | ||||||
OTHER COMPREHENSIVE INCOME
|
||||||||||||
Currency translation adjustments
|
(931 | ) | 18,901 | 5,156 | ||||||||
COMPREHENSIVE LOSS FOR THE PERIOD
|
(3,209,478 | ) | (453,782 | ) | (28,702,607 | ) | ||||||
|
||||||||||||
LOSS PER SHARE – BASIC AND DILUTED
|
(0.06 | ) | (47.27 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
|
53,610,000 | 10,000 |
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Income
|
Share
Subscriptions Received
In Advance
|
Deficit Accumulated in Development
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Balance, October 4, 2011
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common shares for cash
|
||||||||||||||||||||||||||||
- $0.01 per share
|
10,000 | 10 | 90 | - | - | - | 100 | |||||||||||||||||||||
Share subscriptions received in advance, net (Note 9)
|
- | - | - | - | 527,500 | - | 527,500 | |||||||||||||||||||||
Net loss for the period
|
- | - | - | - | - | (131,371 | ) | (131,371 | ) | |||||||||||||||||||
Balance, December 31, 2011
|
10,000 | 10 | 90 | - | 527,500 | (131,371 | ) | 396,229 | ||||||||||||||||||||
Common shares issued for cash (Note 9)
|
||||||||||||||||||||||||||||
- $0.05 per share, on April 18, 2012
|
9,450,000 | 9,450 | 463,050 | - | (437,500 | ) | - | 35,000 | ||||||||||||||||||||
- $0.25 per share, on April 18, 2012
|
6,220,000 | 6,220 | 1,548,780 | - | (90,000 | ) | - | 1,465,000 | ||||||||||||||||||||
- $0.80 per share, on May 2, 2012
|
2,500,000 | 2,500 | 1,997,500 | - | - | - | 2,000,000 | |||||||||||||||||||||
- $1.00 per share, on June 22, 2012
|
1,500,000 | 1,500 | 1,498,500 | - | - | - | 1,500,000 | |||||||||||||||||||||
- $1.00 per share, on September 24, 2012
|
250,000 | 250 | 249,750 | - | - | - | 250,000 | |||||||||||||||||||||
Share issuance costs
|
- | - | (210,000 | ) | - | - | - | (210,000 | ) | |||||||||||||||||||
Common shares issued for settlement of debt
|
||||||||||||||||||||||||||||
- $0.25 per share (Note 2 and Note 9), on April 28, 2012
|
2,000,000 | 2,000 | 498,000 | - | - | - | 500,000 | |||||||||||||||||||||
- $1.00 per share (Note 7 and Note 9), on June 6, 2012
|
500,000 | 500 | 499,500 | - | - | - | 500,000 | |||||||||||||||||||||
$0.80 per share, acquisition of BHSL (Note 2), on May 18, 2012
|
4,000,000 | 4,000 | 3,196,000 | - | - | - | 3,200,000 | |||||||||||||||||||||
Stock based compensation
|
- | - | 962,528 | - | - | - | 962,528 | |||||||||||||||||||||
Equity component of conversion beneficiary features, net of tax impact (Note 7)
|
- | - | 278,776 | - | - | - | 278,776 | |||||||||||||||||||||
Allocated value of warrants, net of tax impact (Note 7)
|
- | - | 266,280 | - | - | - | 266,280 | |||||||||||||||||||||
Net loss for the year
|
- | - | - | - | - | (25,367,844 | ) | (25,367,844 | ) | |||||||||||||||||||
Currency translation adjustments
|
- | - | - | 6,087 | - | - | 6,087 | |||||||||||||||||||||
Balance, December 31, 2012
|
26,430,000 | 26,430 | 11,248,754 | 6,087 | - | (25,499,215 | ) | (14,217,944 | ) |
Common
Shares
|
Stock
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Income
|
Share Subscriptions Received In Advance
|
Deficit Accumulated in Development
Stage
|
Total
Stockholders’
Equity
(Deficiency)
|
||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Balance, December 31, 2012
|
26,430,000 | 26,430 | 11,248,754 | 6,087 | - | (25,499,215 | ) | (14,217,944 | ) | |||||||||||||||||||
Recapitalization – Biologix Nevada (Note 2(c) and 9)
|
30,200,000 | 30,200 | 297,147 | - | - | - | 327,347 | |||||||||||||||||||||
Share subscriptions received in advance, net (Note 9)
|
- | - | - | - | 650,000 | - | 650,000 | |||||||||||||||||||||
Stock based compensation
|
- | - | 1,615,956 | - | - | - | 1,615,956 | |||||||||||||||||||||
Net loss for the period
|
- | - | - | - | - | (3,208,548 | ) | (3,208,548 | ) | |||||||||||||||||||
Currency translation adjustments
|
- | - | - | (931 | ) | - | - | (931 | ) | |||||||||||||||||||
Balance, March 31, 2013
|
56,630,000 | 56,630 | 13,161,857 | 5,156 | 650,000 | (28,707,763 | ) | (14,834,120 | ) |
Three
months ended
March 31,
2013
|
Three
months ended
March 31,
2012
|
Cumulative
from
October 4,
2011 to
March 31,
2013
|
||||||||||
$ | $ | $ | ||||||||||
OPERATING ACTIVITIES:
|
||||||||||||
Net loss from operations
|
(3,208,548 | ) | (472,683 | ) | (28,707,763 | ) | ||||||
Items not affecting cash and cash equivalents
|
||||||||||||
- Amortization of website development costs (Note 6)
|
11,608 | 7,306 | 46,881 | |||||||||
- Depreciation (Note 5)
|
20,640 | 18,264 | 103,189 | |||||||||
- Accrued interest
|
814,042 | 5,425 | 2,963,941 | |||||||||
- IPR&D expense (Note 2)
|
- | - | 18,679,530 | |||||||||
- Stock based compensation
|
1,615,956 | - | 2,578,484 | |||||||||
- Loss on disposition of assets
|
- | - | 6,362 | |||||||||
- Deferred income tax recovery
|
- | - | (234,388 | ) | ||||||||
Changes in non-cash working capital items
|
||||||||||||
- Taxes receivable
|
69,633 | (16,940 | ) | - | ||||||||
- Prepaid expenses and deposit
|
74,953 | (41,841 | ) | (207,000 | ) | |||||||
- Prepaid expenses – long term
|
31,270 | - | 31,270 | |||||||||
- Accounts payable and accrued liabilities
|
65,691 | 69,232 | (160,278 | ) | ||||||||
- Due to related parties
|
(183,816 | ) | (9,347 | ) | 5,673 | |||||||
Net cash provided by (used in) operating activities
|
(688,571 | ) | (356,902 | ) | (4,894,099 | ) | ||||||
FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from issuance of common stock
|
- | 1,065,000 | 4,640,100 | |||||||||
Share subscriptions received in advance
|
650,000 | - | 1,177,500 | |||||||||
Note payable
|
50,000 | - | 1,700,000 | |||||||||
Net cash provided by (used in) financing activities
|
700,000 | 1,065,000 | 7,517,600 | |||||||||
INVESTING ACTIVITIES:
|
||||||||||||
Net cash paid on acquisition of BHSL (Note 2)
|
- | - | (2,192,569 | ) | ||||||||
Net cash received on reverse acquisition (Note 2)
|
7,515 | 7,515 | ||||||||||
Intellectual property licence
|
- | (500,000 | ) | - | ||||||||
Purchase of equipment
|
- | (144,331 | ) | (245,718 | ) | |||||||
Proceeds from disposition of assets
|
- | - | 2,728 | |||||||||
Website development costs
|
(14,632 | ) | (50,815 | ) | (133,477 | ) | ||||||
Net cash provided by (used in) investing activities
|
(7,117 | ) | (695,146 | ) | (2,561,521 | ) | ||||||
Currency translation adjustments
|
(931 | ) | 226 | 5,156 | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
3,381 | 13,178 | 67,136 | |||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
63,755 | 218,416 | - | |||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
67,136 | 231,594 | 67,136 | |||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Income tax paid
|
- | - | - | |||||||||
Interest paid
|
- | - | - |
●
|
$2,000,000 on or before July 31st, 2012;
|
●
|
$3,000,000 on or before December 31, 2012; and
|
●
|
$5,000,000 on or before July 31, 2013.
|
1.
|
$2,100,000 cash payment within 30 days following the execution of the Share Purchase Agreement (paid);
|
2.
|
$3,900,000 payment in the form of a promissory note payable by April 19, 2014 (See Note 7); and
|
3.
|
An aggregate of 4,000,000 shares of Biologix Florida’s common stock with a fair value based on Biologix Florida’s recently announced financing of $0.80 per share (issued).
|
Cash consideration
|
$ | 2,100,000 | ||
Promissory note payable
|
3,150,713 | |||
Shares consideration
|
3,200,000 | |||
Fair value of total purchase considerations
|
$ | 8,450,713 |
Cash
|
$ | 7,431 | ||
Receivable
|
75,100 | |||
IPR&D expense - Intellectual Property
|
17,679,530 | |||
Taxes payable
|
(8,610 | ) | ||
Due to Hair & Research Science Est.
|
(9,272,102 | ) | ||
Accounts payable and accrued liabilities
|
(30,636 | ) | ||
Total considerations
|
$ | 8,450,713 |
January 9, 2013
|
||||
Cash
|
$ | 7,515 | ||
Promissory note receivable – Biologix Florida
|
325,000 | |||
Accounts payable
|
(5,168 | ) | ||
Net assets acquired
|
$ | 327,347 |
Furniture and equipment
|
3 years
|
Leasehold improvements
|
2 years
|
Computer equipment
|
2 years
|
Level one – Quoted market prices in active markets for identical assets or liabilities;
|
Level two – Inputs other than level one inputs that are either directly or indirectly observable; and
|
March 31,
2012
|
December 31,
2012
|
|||||||
Current
|
||||||||
Deposits and advances
|
1,000 | 1,000 | ||||||
Prepaid rent
|
174,729 | 224,025 | ||||||
Employee advances
|
- | 25,657 | ||||||
Prepaid expenses and deposit – current
|
175,729 | 250,682 | ||||||
Non-current
|
||||||||
Prepaid rent
|
- | 31,270 | ||||||
Prepaid expenses and deposit – non-current
|
- | 31,270 |
March 31, 2013
|
Cost
$
|
Accumulated
Amortization
$
|
Net book
Value
$
|
||||||||||
Computer equipment
|
17,124 | 5,351 | 11,773 | ||||||||||
Furniture and equipment
|
93,536 | 33,219 | 60,317 | ||||||||||
Leasehold improvements
|
125,968 | 64,619 | 61,349 | ||||||||||
236,628 | 103,189 | 133,439 |
December 31, 2012
|
Cost
$
|
Accumulated
Amortization
$
|
Net book
Value
$
|
||||||||||
Computer equipment
|
17,124 | 4,281 | 12,843 | ||||||||||
Furniture and equipment
|
93,536 | 26,574 | 66,962 | ||||||||||
Leasehold improvements
|
125,968 | 51,694 | 74,274 | ||||||||||
236,628 | 82,549 | 154,079 |
March 31, 2013
|
Cost
$
|
Accumulated
Amortization
$
|
Net book
Value
$
|
|||||||||
Website development
|
144,177 | 46,881 | 97,296 |
December 31, 2012
|
Cost
$
|
Accumulated
Amortization
$
|
Net book
Value
$
|
|||||||||
Website development
|
129,545 | 35,273 | 94,272 |
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
$ | $ | |||||||
Promissory and convertible promissory notes - face value
|
||||||||
(a) Convertible promissory note (Unionashton)*
|
1,155,829 | 1,155,829 | ||||||
200,000 | 200,000 | |||||||
50,000 | 50,000 | |||||||
50,000 | - | |||||||
100,000 | - | |||||||
(b) Convertible promissory note (HRSE)*
|
9,540,000 | 9,540,000 | ||||||
(c) Promissory note (BHSL acquisition)
|
3,900,000 | 3,900,000 | ||||||
(d) Promissory note (Biologix Nevada)
|
- | 325,000 | ||||||
14,995,829 | 15,170,829 | |||||||
Effective interest rate - 12.5%
|
(1,538,712 | ) | (1,538,712 | ) | ||||
Net present value
|
13,457,117 | 13,632,117 | ||||||
Payment
|
(200,000 | ) | (100,000 | ) | ||||
Interest accretion
|
1,550,195 | 736,153 | ||||||
14,807,312 | 14,268,270 | |||||||
Current portion
|
11,504,439 | 7,604,595 | ||||||
Non-current portion
|
3,302,873 | 6,663,675 | ||||||
14,807,312 | 14,268,270 |
●
|
$1,040,000 on or before February 28, 2013;
|
●
|
$2,000,000 on or before June 30, 2013;
|
●
|
$3,000,000 on or before October 31, 2013; and
|
●
|
$3,500,000 on or before January 31, 2014.
|
Related party transactions with directors/executives or formal directors/executives and companies controlled by directors/executives or formal directors/executives:
|
Three
months
|
Three
months
|
|||||||
ended
|
ended
|
|||||||
March 31,
|
March 31,
|
|||||||
2013
|
2012
|
|||||||
$ | $ | |||||||
Clinical research and reformulation
|
79,118 | - | ||||||
Consulting and management fees
|
85,813 | 72,788 | ||||||
Professional fees
|
15,000 | 16,032 | ||||||
Wages and benefits
|
39,887 | - | ||||||
Website development and maintenance
|
55,290 | 87,668 | ||||||
275,108 | 176,488 |
Amounts due to related parties:
|
As at
|
As at
|
||||||
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
$
|
$
|
|||||||
Ron Holland, CEO and a director
|
-
|
45,683
|
||||||
Christian Gomez, former CFO and director
|
-
|
3,000
|
||||||
Daniel Hunter, former President
|
-
|
42,337
|
||||||
Donna Lieder, VP Clinician Licensing
|
660
|
32,210
|
||||||
H. H Research Partners Corp, a company controlled by VP Media Relations
|
5,013
|
-
|
||||||
Jolee Consulting Corp., a company controlled by a former VP of Shareholder Communications
|
-
|
9,875
|
||||||
Richardo Faria, former CTO
|
-
|
24,150
|
||||||
Dr. Diego Castresana, VP R&D of BHSL, former director
|
-
|
10,000
|
||||||
MacDonald Tuskey, a principal is a former director of the Company
|
-
|
22,234
|
||||||
5,673
|
189,489
|
Options outstanding
|
||||||||||||
Weighted average
|
Weighted average
|
|||||||||||
Number of
|
exercise
|
remaining
|
||||||||||
shares
|
price
|
contractual life (years)
|
||||||||||
Outstanding and exercisable at December 31, 2011
|
- | - | - | |||||||||
Granted
|
1,620,000 | 0.25 | 5.00 | |||||||||
Cancelled
|
(1,620,000 | ) | 0.25 | 5.00 | ||||||||
Outstanding and exercisable at December 31, 2012
|
- | - | - | |||||||||
Granted
|
1,475,000 | 1.00 4.83 | ||||||||||
Outstanding and exercisable at March 31, 2013
|
1,475,000 | 1.00 4.83 |
March 31, 2013
|
December 31, 2012
|
|||||||
Risk free interest rate
|
0.29 | % | 0.62 | % | ||||
Expected life
|
2 years
|
1 year
|
||||||
Annualized volatility
|
126 | % | 121 | % | ||||
Expected dividends
|
- | - |
|
Number
|
Weighted
|
Weighted
average
|
|||||||||
of
|
average
|
remaining
|
||||||||||
warrants
|
exercise
|
contractual life
|
||||||||||
price*
|
(in years)
|
|||||||||||
Balance outstanding, December 31, 2012
|
1,155,829 | $ | 1.00 | 4.75 | ||||||||
Balance outstanding, March 31, 2013
|
1,155,829 | $ | 1.00 | 4.50 |
Loss
|
March 31, 2013 |
March 31,
2012
|
||||||
$ | $ | |||||||
Canada
|
(2,428,228 | ) | (472,683 | ) | ||||
Barbados
|
(780,320 | ) | - | |||||
(3,208,548 | ) | (472,683 | ) |
March 31, 2013
|
December 31, 2012
|
|||||||||||||||||||||||
Assets
|
Canada
|
Barbados
|
Total
|
Canada
|
Barbados
|
Total
|
||||||||||||||||||
|
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
||||||||||||||||||||||||
Cash
|
65,414 | 1,722 | 67,136 | 59,493 | 4,262 | 63,755 | ||||||||||||||||||
Other assets
|
406,464 | - | 406,464 | 598,936 | 1,000 | 599,936 | ||||||||||||||||||
471,878 | 1,722 | 473,600 | 658,429 | 5,262 | 663,691 |
a.
|
Subsequent to March 31, 2013, the Company signed promissory notes in the amount of $250,000 on May 1, 2013, due and payable on demand. The loan bears interest at the rate of 12% per annum and is payable on demand.
|
b.
|
Pursuant to the acquisition of 100% of the shares of BHSL, the Company made a payment of $ 3,900,000 in the form of a non-interest bearing promissory note payable by April 19, 2014 (see Note 7 (c)). On April 30, 2013, the Company entered agreements to convent debt for equity with two of the selling shareholders, Pendolino Investments Ltd. (“Pendolino”) and Gruppen Investments Ltd. (“Gruppen”). Effective immediately, Pendolino agreed to convert USD$1,887,000 of debt into 943,500 common shares of our company and Gruppen agreed to convert USD$906,500 of debt into 453,250 common shares of the company. Pursuant to these two agreements, the Company converted an aggregate of $2,793,500 of debt, payable pursuant to the promissory notes, into 1,396,750 common shares of the Company at a conversion price of USD$2.00 per common share.
|
c.
|
See also Note 7 (b).
|
●
|
researching and developing our proprietary Biologix Revive Hair Formula TM to achieve an optimal formulation for efficient mass production, storage and shipping;
|
|
●
|
expanding our intellectual property rights in the Biologix Revive Hair Formula TM by prosecuting patents in strategic jurisdictions, including North America and Europe, among others;
|
|
●
|
conducting research and development in preparation of eventual pre-clinical and clinical trials of the Biologix Revive Hair Formula TM to achieve regulatory approval of the formula in strategic jurisdictions, including North America and Europe, among others;
|
|
●
|
establishing a worldwide network of major regional licensees for our current and future products to market and wholesale distribute our products;
|
|
●
|
in cooperation with our wholesale distributors in jurisdictions where regulatory approval has been obtained or is not required, identifying, training and certifying a network of health professionals to act as retailers of the Biologix Revive Hair Formula TM and the Biologix Hair Therapy System TM; and
|
|
●
|
conducting research and development of cosmeceutical hair care products based upon and complimentary to the Biologix Revive Hair Formula TM, which will comprise part of the Biologix Hair Therapy System TM.
|
●
|
US $100,000 upon execution of the purchase agreement by the parties (which amount has been paid);
|
||
●
|
500,000 common shares of Biologix Hair Inc. valued at US$1 per common share (which shares have been issued);
|
||
●
|
US $10,040,000 in the form of a promissory note granted to Hair Research and Science Est., for which the following payment schedule has been agreed:
|
||
●
|
US $500,000 on or before June 30, 2012 (which amount has been paid);
|
||
●
|
US $1,040,000 on or before February 28, 2013 (as at the date of this report this amount has not been paid and our Company is currently re-negotiating the terms);
|
||
●
|
US $2,000,000 on or before June 30, 2013;
|
||
●
|
US $3,000,000 on or before October 31, 2013; and
|
||
●
|
US $3,500,000 on or before January 31, 2014.
|
●
|
a perpetual, per treatment royalty equal to USD$20 for each vial of “Revive” injectable hair growth treatment manufactured and shipped by Biologix Barbados (or its sublicensee or assignee). The treatment royalty payable will be reviewed upon completion of each calendar year and adjusted if necessary for future years to account for inflation or deflation according to the United States CPI index certified by the Bureau of Labor Statistics to a maximum of 2.5% of the then current royalty rate.
|
●
|
a royalty equal to 10% of gross sales received by Biologix Barbados in respect of the sale of any after-treatment products, such as hair gels, shampoos, conditioners or similar after-treatment products based upon the intellectual property.
|
●
|
a royalty equal to 6% of gross sales actually received by Biologix Barbados in respect of sales of the Biologix Revive TM in South America;
|
●
|
a minimum quarterly guarantee of US$50,000 payable upon completion of each of the first four fiscal quarters beginning with the quarter ending on March 31, 2012;
|
●
|
a quarterly guarantee of USD$100,000 payable upon completion of the fiscal quarter ending on March 31, 2013 and for each fiscal quarter completed thereafter;
|
●
|
all quarterly guarantees paid shall accrue and be deductible from all treatment or product royalties payable in future periods.
|
Tasks
|
Status
|
Estimated Completion
|
Costs
|
Research & Development:
Reformulation of Revive Hair Formula:
● Active Pharmaceutical
Ingredient Inspection:
● Formula Composition Tests
● Development of Preparative
Technology and Quality Controls:
● Accelerated Stability Study
● Long Term Stability Study
|
Research & Development was initiated on our behalf by BIT&GY. in July, 2012.
|
Winter 2013
|
$1,100,000
($787,500 paid to date)
|
Fulfill Contractual Obligations Pursuant to Intellectual Property Purchase and Sale Agreement and Convertible Grid Promissory Note with Hair Research and Science Est.
|
Ongoing
|
Perpetual
|
Minimum of
$6,640,000 payable
during 2013.
|
Anticipated Steps
|
Status
|
Estimated Completion
|
Secure Patent Protection of Revive Hair Formula TM
|
Patent Application Submitted on May 12, 2012
|
Spring 2015
|
Secure Trademark Protection for Various Biologix Brands
|
Trademark Applications submitted on January 13 ,2012
|
Fall 2013
|
Pre-Clinical Testing
|
Not in Progress
|
2014
|
Secure Investigational New Drug Approval or Equivalent
|
Not in Progress
|
2014
|
Phase I Clinical Trials
|
Not in Progress
|
2015
|
Phase II Clinical Trials
|
Not in Progress
|
2017
|
Phase III Clinical Trials
|
Not in Progress
|
2020
|
Submit New Drug Application or Equivalent and Obtain Marketing Approval
|
Not in Progress
|
2021
|
Finance Marketing and Manufacturing of Approved Drug or Secure Marketing and Manufacturing Partner
|
Not in Progress
|
2021
|
Three Months Ended
|
From October 4,
2011 (Inception) To |
|||||||||||
March 31,
|
March 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Revenue
|
$
|
Nil
|
$
|
Nil
|
$
|
Nil
|
||||||
Operating expenses
|
(3,208,548
|
)
|
(472,683
|
)
|
(28,942,151
|
)
|
||||||
Other comprehensive income
|
(931
|
)
|
18,901
|
5,156
|
||||||||
Net Loss
|
$
|
(3,209,478
|
)
|
$
|
(453,782
|
)
|
$
|
(28,702,607
|
)
|
As of
|
As of
|
|||||||
March 31,
2013
|
December 31,
2012 |
|||||||
Current Assets
|
$
|
242,865
|
$
|
384,070
|
||||
Current Liabilities
|
$
|
12,004,847
|
$
|
8,217,960
|
||||
Working Capital (Deficit)
|
$
|
(11,761,982
|
)
|
$
|
(7,833,890
|
)
|
Three Month
|
Three Month
|
|||||||
Period Ended
|
Period Ended
|
|||||||
March 31,
2013
|
March 31,
2012
|
|||||||
Cash used in Operating Activities
|
$
|
(688,571
|
)
|
$
|
(356,902
|
)
|
||
Cash provided by Financing Activities
|
700,000
|
1,065,000
|
||||||
Cash provided by (used in) Investing Activities
|
(7,117
|
)
|
(695,146
|
)
|
||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
3,381
|
$
|
13,178
|
Furniture and equipment
|
3 years
|
Leasehold improvements
|
2 years
|
Computer equipment
|
2 years
|
Level one – Quoted market prices in active markets for identical assets or liabilities;
|
Level two – Inputs other than level one inputs that are either directly or indirectly observable; and
|
Exhibit No.
|
Description
|
|||
(2)
|
Plan of Acquisition, Reorganization, Arrangement of Liquidation or Succession
|
|||
2.1
|
Share Exchange Agreement with Biologix Hair Inc. (Florida), and the Shareholders of Biologix Hair Inc. (Florida) dated November 23 2012 (incorporated by reference to our Current Report on Form 8-K filed on November 23, 2012).
|
|||
(3)
|
Articles of Incorporation; Bylaws
|
|||
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011).
|
|||
3.2
|
Certificate of Amendment filed on December 5, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012.).
|
|||
3.4
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011).
|
|||
(4)
|
Instrument Defining the Rights of Security Holders, Including Indentures
|
|||
4.1
|
Instrument Defining the Right of Holders – Form of Share Certificate (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011).
|
|||
(10)
|
Material Contracts
|
|||
10.1
|
Intellectual Property License Agreement dated December 9, 2011 between Cranium Technologies Ltd. (now Biologix Florida) and Biologix Barbados (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.2
|
Lease Agreement between Cranium Technologies Ltd. and Tom David dated December 15, 2011 (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.3
|
Lease Agreement between Cranium Technologies Ltd. and PSS Investments I Inc., et al, dated July 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.4
|
Intellectual Property Purchase and Sale Agreement and Convertible Grid Promissory Note dated April 11, 2012 between Biologix Barbados Hair Research and Science Est. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.5
|
Amending Agreement dated August 1, 2012 between Biologix Barbados Hair Research and Science Est. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013)
|
|||
10.6
|
Amending Agreement dated November 30, 2012 between Biologix Barbados Hair Research and Science Est. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.7
|
Share Purchase Agreement among Biologix Hair Inc. (Biologix Florida) and Biologix Hair Science Ltd. (Biologix Barbados) and the selling shareholders of Biologix Barbados dated April 19, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
Exhibit No.
|
Description
|
|||
10.8
|
Letter of Agreement dated October 1, 2012 between Biologix Florida and Unionashton Management Ltd. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.9
|
Letter of Agreement dated November 14, 2012 between Biologix Florida and Unionashton Management Ltd. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.10
|
Letter of Agreement dated December 14, 2012 between Biologix Florida and Unionashton Management Ltd. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.11
|
Letter of Agreement dated January 4, 2012 between Biologix Florida and Unionashton Management Ltd. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.12
|
Research and Development Agreement dated July 3, 2012 between Biologix Barbados and Beijing BIT&GY Pharmaceutical R&D Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.13
|
Warehousing & Distribution Agreement dated September 1, 2012 between Biologix Barbados and KD Consultoria & Servicios S.A.S (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013).
|
|||
10.14
|
2013 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on January 28, 2013).
|
|||
10.15
|
Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8-K filed on January 28, 2013).
|
|||
10.16
|
Form of Agreement to Convert Debt to Equity (incorporated by reference to our Current Report on Form 8-K filed on May 6, 2013).
|
|||
(21)
|
Subsidiaries of the Registrant
|
|||
21.1
|
The following is a list of subsidiaries of our subsidiaries. Our company owns, directly or indirectly, 100% of the voting securities of each of the listed subsidiaries.
|
|||
Biologix Hair Inc.
|
Florida
|
|||
Biologix Hair (Canada) Inc.
|
Canada
|
|||
Biologix Hair Science Ltd.
|
Barbados
|
|||
Biologix Hair, Panama S.A
|
Panama
|
|||
Biologix Hair South America S.A.
|
Panama
|
|||
Biologix Hair (Hong Kong) Limited
|
Hong Kong
|
|||
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|||
31.1*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
|
|||
31.2*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
|
|||
(32)
|
Section 1350 Certifications
|
|||
32.1*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
|
|||
32.2*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
|
|||
101**
|
Interactive Data Files
|
|||
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
|
*
|
Filed herewith.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|
BIOLOGIX HAIR INC.
|
|
Date: May 30, 2013
|
/s/ Michael Stocker
|
Michael Stocker
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
Date: May 30, 2013
|
/s/ Greg Wilson
|
Greg Wilson
|
|
Chief Financial Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Biologix Hair Inc. for the period ended March 31, 2013;
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Michael Stocker | |
Michael Stocker
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Biologix Hair Inc. for the period ended March 31, 2013;
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Greg Wilson | |
Greg Wilson
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
the Quarterly Report on Form 10-Q/A of Biologix Hair Inc. for the period ended March 31, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Biologix Hair Inc.
|
/s/ Michael Stocker | |||
Dated: May 30, 2013
|
Michael Stocker
|
||
Chief Executive Officer
(Principal Executive Officer)
|
|||
Biologix Hair Inc.
|
(1)
|
the Quarterly Report on Form 10-Q/A of Biologix Hair Inc. for the period ended March 31, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Biologix Hair Inc.
|
/s/ Greg Wilson | |||
Dated: May 30, 2013
|
Greg Wilson
|
||
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|||
Biologix Hair Inc.
|
))O"*W5]>V?C'SY;26VD^(MA<:GJ"V_B::VD Q)P3QUXI/\`A@3]A?Y_^,./V9?D^\?^
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MO]O3X'?LV^";PQO";]CSQGX8D\:2VC!6:Q\0?M'?$.:;7HKH+NAN)OAYX%
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Property and Equipment (Details Textual) (USD $)
|
3 Months Ended | 18 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
|
||||||
Property and Equipment (Textual) | ||||||||
Amortization expense charged to operations | $ 20,640 | [1] | $ 18,264 | [1] | $ 103,189 | [1] | ||
Loss on disposition of assets | [1] | [1] | $ (6,362) | [1] | ||||
|
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