BIOLOGIX HAIR INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - BIOLOGIX HAIR INC.	Financial_Report.xls
EX-31.1 - CERTIFICATION - BIOLOGIX HAIR INC.	f10q1112ex31i_tgapothecary.htm
EX-32.1 - CERTIFICATION - BIOLOGIX HAIR INC.	f10q1112ex32i_tgapothecary.htm

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		November 30, 2012
or
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number		333-173359
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.)

3330 South Federal Highway Suite 200, Boynton Beach, Florida		33435
(Address of principal executive offices)		(Zip Code)

(647) 344-5900

(Registrant’s telephone number, including area code)

T & G Apothecary, Inc.

(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).
	x	YES	o	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

YES

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.

YES

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.

60,900,000 common shares issued and outstanding as of December 28, 2012

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		14
PART II – OTHER INFORMATION			15
Item 1.	Legal Proceedings		15
Item 1A.	Risk Factors		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3.	Defaults Upon Senior Securities		15
Item 4.	Mine Safety Disclosures		15
Item 5.	Other Information		15
Item 6.	Exhibits		16
SIGNATURES			17

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended November 30, 2012 are not necessarily indicative of the results that can be expected for the full year.

BIOLOGIX HAIR INC.

(A Development Stage Company)

Condensed Balance Sheets

ASSETS
	November 30,			February 29,
	2012			2012
CURRENT ASSETS	(unaudited)

Cash	$	46,069		$	92

Note receivable		300,000			-

Total Current Assets		346,069			92

TOTAL ASSETS	$	346,069		$	92

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable	$	34,919		$	21,478
Notes payable - related parties		14,229			21,164
Accrued interest payable - related parties		-			2,059

Total Current Liabilities		49,148			44,701

STOCKHOLDERS' DEFICIT

Common stock, 900,000,000 shares authorized
at par value of $0.001; 60,900,000 (February 29, 2012 – 56,000,000)
shares issued and outstanding		60,900			56,000
Additional paid-in capital		313,565			(53,000	)
Deficit accumulated during the development stage		(77,544	)		(47,609	)

Total Stockholders' Deficit		296,921			(44,609	)

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT	$	346,069		$	92

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

BIOLOGIX HAIR INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
													From Inception
	For the Three			For the Three			For the Nine			For the Nine			on January 18,
	Months ended			Months ended			Months ended			Months ended			2011 Through
	November 30,			November 30,			November 30,			November 30,			November 30,
	2012			2011			2012			2011			2012

REVENUES	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES

General and administrative		39			20			120			97			5,079
Professional fees		20,617			11,038			28,885			25,991			69,476

Total Operating Expenses		20,655			11,058			29,004			26,088			74,555

LOSS FROM OPERATIONS		(20,655	)		(11,058	)		(29,004	)		(26,088	)		(74,555	)

OTHER EXPENSES

Interest expense		-			(463	)		(931	)		(1,390	)		(2,989	)

Total Other Expenses					(463	)		(931	)		(1,390	)		(77,544	)
PROVISION FOR INCOME TAXES		-			-			-			-			-

NET LOSS	$	(20,655	)	$	(11,521	)	$	(29,935	)	$	(27,478	)	$	(77,544	)

BASIC AND DILUTED
LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED		58,530,769			56,000,000			56,837,455			56,000,000

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

BIOLOGIX HAIR INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
							From Inception
	For the Nine			For the Nine			on January 18,
	Months Ended			Months Ended			2011 Through
	November 30,			November 30,			November 30,
	2012			2011			2012

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(29,935	)	$	(27,478	)		$	(77,544	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Expenses paid on Company's behalf
by a related party		6,540			2,189				9,329
Changes to operating assets and liabilities:
Prepaid expenses		-			2,500				-
Accounts payable		13,441			5,392				34,919
Accrued interest - related party		931			1,390				2,989

Net Cash Used in Operating Activities		(9,023	)		(16,007	)			(30,307	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-				-

Note receivable – Biologix Hair Inc.		(300,000	)		-				(300,000	)

Net Cash Used in Investing Activities		(300,000	)		-				(300,000	)

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock issued for cash		350,000			-				353,000
Proceeds from note payable - related party		5,000			-				23,376

Net Cash Provided by Financing Activities		355,000			-				376,376

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS		45,977			(16,007	)			46,069

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD		92			16,374				-

CASH AND CASH EQUIVALENTS AT
END OF PERIOD	$	46,069		$	367			$	46,069

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	-		$	-			$	-
Income Taxes	$	-		$	-			$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Forgiveness of note payable - related party	$	21,465		$	-			$	21,465

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

BIOLOGIX HAIR INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

November 30, 2012 and February 29, 2012

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at November 30, 2012, and for all periods presented herein have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's February 29, 2012 audited financial statements. The results of operations for the periods ended November 30, 2012 and November 30, 2011, are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

BIOLOGIX HAIR INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

November 30, 2012 and February 29, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February 28 fiscal year-end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding convertible preferred stock. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.

NOTE 4 - NOTES PAYABLE RELATED PARTY

On January 19, 2011 the Company entered into a promissory note agreement whereby the Company received $18,475 from a Company director and officer. The note accrues interest at a rate of 10.0% per annum, is unsecured and is due on demand. On November 30, 2012, this note, plus accrued interest was forgiven in full. The Company recorded the resulting gain on forgiveness of debt as an equity contribution. As of November 30, 2012 and February 29, 2011, the Company had accrued interest payable of $0 and $2,059, respectively

As of November 30, 2012, a related party paid expenses on behalf of the Company in the amount of $9,229 and advanced $5,000 for operating expenses. These amounts, accrued in Notes payable – related party, bear no interest and are due on demand.

BIOLOGIX HAIR INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

November 30, 2012 and February 29, 2012

NOTE 5 – COMMON STOCK

The Company is authorized to issue 100,000,000 common shares at a par value of $0.001 per share. At November 30, 2012, the Company had issued and outstanding 60,900,000 post-split (February 29, 2012 – 56,000,000 post-split) shares of common stock. Of the issued and outstanding stock, 35,000,000 post-split shares were issued to the founder of the company as founder shares. On February 7, 2011, the Company issued 21,000,000 post-split shares of its par value $0.001 common stock for $3,000 cash. On October 15, 2012, the Company issued 4,900,000 post-split shares of common stock to multiple investors at $0.07 per share in a private placement offering for total proceeds of $350,000.

On November 16, 2012 the Company received shareholder approval to effect a forward split on the basis of 7 new shares for 1 old. Upon effect of the forward split, the Company’s issued and outstanding shares of common stock shall increase from 8,700,000 to 60,900,000 post-split shares of common stock, with a par value of $0.001. The authorized capital shall also increase from 100,000,000 to 900,000,000 shares of common stock, with a par value of $0.001.

On November 23, 2012 the Company entered into a share exchange agreement with Biologix Hair Inc. (“Biologix”), subject to regulatory approval by the U.S. Securities and exchange Commission, pursuant to which it shall issue 26,430,000 post-split common stock for 100% of Biologix’s common stock. 30,700,000 post-split shares of common stock will be surrendered by the Company’s sole director and officer to the Company for cancellation. Subsequent to the exchange, there will be 56,630,000 post-split common stock issued.

NOTE 6 – PROMISSORY NOTE – BIOLOGIX HAIR INC.

On November 16, 2012, the Company advanced funds pursuant to a promissory note receivable from Biologix Hair Inc. in the principal amount of $300,000 due and payable on or before January 1, 2013. The loan bears interest at 10% per annum, payable on maturity. The obligation to repay the Principal Sum shall terminate promptly upon execution of the Share Exchange Agreement, provided such execution is completed by January 1, 2013.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report.

On November 23, 2012, the Company signed a letter of intent agreement with Biologix Hair, Inc. (“Biologix”) to effect a business combination, subject to regulatory approval by the U.S. Securities and exchange Commission, which if consummated would result in a share for share exchange of all of Biologix common stock for an equal number of new restricted shares of the Company.

Effective December 5, 2012, the Nevada Secretary of State accepted for filing of a Certificate of Amendment to the Company’s Articles of Incorporation to change its name from T & G Apothecary, Inc. to Biologix Hair Inc. and to increase its authorized capital from 100,000,000 to 900,000,000 shares of common stock, par value of $0.001.

Also effective December 13, 2012, pursuant to a seven (7) new for one (1) old forward split, the Company’s issued and outstanding shares of common stock increased from 8,700,000 to 60,900,000 shares, par value of $0.001.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Biologix Hair Inc. unless otherwise indicated.

Company Overview

We were incorporated on January 17, 2011 in the State of Nevada, as T & G Apothecary, Inc. The business was founded with a vision of creating a pure, all natural personal care products line for women. Our business plan is to develop and market a 100% USDA certified organic personal care product line for women.

We intend to develop, market and sell five initial products under our women’s care line. We will not manufacture our products in-house; instead we intend to source the work to Sensibility Soaps, a company we feel is well equipped to handle our manufacturing needs. We have not entered into any contracts or agreements with Sensibility Soaps. We have had trouble finding financing for our proposed business and are currently evaluating other opportunities.

On August 21, 2012, we received resignations from Carolyne S. Johnson and Scott A. Stupprich. Ms. Johnson resigned as president, chief executive officer, chief financial officer and as a director of our company. Mr. Stupprich resigned as secretary of our company. Their resignations were not the result of any disagreements with our company regarding its operations, policies, practices or otherwise. Concurrently with Ms. Johnson’s and Mr. Stupprich’s resignations, we appointed Lilia Roberts as president, chief executive officer, chief financial officer, secretary, treasurer and as a member to our board of directors, effective August 21, 2012.

On August 21, 2012, Ms. Roberts acquired a total of 35,000,000 post-split shares of our common stock from Ms. Johnson, our former director and officer, for total consideration of $50,000. The funds used for this share purchase were Ms. Roberts’ personal funds. At the time of the share purchase, Ms. Roberts’ 35,000,000 post-split shares amounted to approximately 62.5% of our issued and outstanding common stock. In conjunction with the sale of her shares Ms. Johnson provided us with a release from any debt owed to her by our company.

On September 21, 2012, we entered into letter of intent agreement with Biologix Hair, Inc. whereby, if consummated, would result in Biologix exchanging all of its issued and outstanding shares for 26,430,000 post-split restricted common shares of our company.

On November 23, 2012 we entered into a share exchange agreement with Biologix Hair Inc., a Florida corporation, and its shareholders. Pursuant to the terms of the share exchange agreement, we agreed to acquire all of the issued and outstanding shares of Biologix’s common stock in exchange for the issuance by our company of 26,430,000 post-split shares of our common stock to the shareholders of Biologix.

The following is a brief description of the terms and conditions of the share exchange agreement that are material to our company:

1.	our company and Biologix will receive duly executed copies of all third-party consents and approvals contemplated by the share exchange agreement;
2.	no material adverse change will have occurred in the businesses or assets of our company or of Biologix since the effective date of the share exchange agreement;
3.	Biologix will have no more than 26,430,000 common shares issued and outstanding on the closing date of the share exchange agreement;
4.	our company and Biologix will be reasonably satisfied with our respective due diligence investigation of each other;
5.	Biologix will have delivered to our company audited financial statements for its last two fiscal years, and an unaudited interim balance sheet for the six month period ended June 30, 2012, prepared in accordance with United States GAAP by an independent auditor registered with the Public Company Accounting Oversight Board in the United States;
6.	our sole director and officer, Lilia Roberts, will have surrendered for cancellation share certificate(s) representing at least 30,700,000 post-split shares of our common stock held by her; and
7.	we will have entered into a private placement agreement with one or more purchasers for the sale of our common stock for an aggregate purchase price of at least $300,000. (Completed).

Due to conditions precedent to closing, including those set out above, and the risk that these conditions precedent will not be satisfied, there is no assurance that we will complete the share exchange, or any other actions contemplated in the share exchange agreement.

Effective December 5, 2012, the Nevada Secretary of State accepted for filing of a Certificate of Amendment to our company’s Articles of Incorporation to change our name from T & G Apothecary, Inc. to Biologix Hair Inc. and to increase our authorized capital from 100,000,000 to 900,000,000 shares of common stock, par value of $0.001.

Also effective December 13, 2012, pursuant to a seven (7) new for one (1) old forward split, our company’s issued and outstanding shares of common stock increased from 8,700,000 to 60,900,000 shares, par value of $0.001.

Results of Operations for the Three and Nine Months Ended November 30, 2012 and 2011 and Period from January 18, 2011 (inception) to November 30, 2012

The following discussion of our results of operations should be read in conjunction with our unaudited financial statements for the three and nine month periods ended November 30, 2012 which are included herein.

Our operating results for the three and nine month periods ended November 30, 2012 and 2011 and the period from January 18, 2011 (inception) to November 30, 2012 are summarized as follows:

	Three Months Ended						Nine Months Ended						From January 18, 2011 (Inception) To
	November 30,						November 30,						November 30,
	2012			2011			2012			2011			2012
Revenue	$	Nil		$	Nil		$	Nil		$	Nil		$	Nil
General and administrative		39			20			120			97			5,079
Professional fees		20,617			11,038			28,885			25,991			69,476
Other expenses - Interest expense		Nil			463			931			1,390			2,989
Net Loss	$	(20,655	)	$	(11,521	)	$	(29,935	)	$	(27,478	)	$	(77,544	)

We generated no revenue for the period from January 18, 2011 (inception) to November 30, 2012. Our operating expenses during three months ended November 30, 2012 were $20,655 compared to $11,058 during the same period ended 2011. Our operating expenses during nine months ended November 30, 2012 were $29,004 compared to $26,088 during the same period ended 2011. Operating expenses for the three and nine month periods ended November 30, 2012 consisted primarily of professional fees along with general and administrative expenses. We incurred operating expenses of $77,555 for the period from January 18, 2011 (inception) to November 30, 2012. We recorded a net loss of $20,655 for the three months ended November 30, 2012, as compared with $11,521 for the same period ended November 30, 2011, a net loss of $29,935 for the nine months ended November 30, 2012, as compared with $27,478 for the same period ended November 30, 2011, and $77,544 for the period from January 18, 2011 (inception) until November 30, 2012.

We anticipate our operating expenses will increase as we implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with our ongoing operating expenses as a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

Working Capital

	As of		As of
	November 30, 2012		February 29, 2012
Current Assets	$	346,069	$	92
Current Liabilities	$	49,148	$	44,701
Working Capital	$	296,921	$	(44,609	)

Cash Flows

	Nine Month			Nine Month
	Period Ended			Period Ended
	November 30, 2012			November 30, 2011
Cash used for Operating Activities	$	(9,023	)	$	(16,007	)
Cash provided by Financing Activities		355,000		Nil
Cash provided by (used in) Investing Activities	(300,000		)	Nil
Net Increase (Decrease) in Cash and Cash Equivalents	$	45,977		$	(16,007	)

As of November 30, 2012, we had total current assets of $346,069 and current liabilities of $49,148. We have a working capital of $296,921as of November 30, 2012.

We used $9,023 in cash for operating activities for the nine month period ended November 30, 2012 compared with $16,007 for the same period in 2011. Our net loss of $29,935 includes a decrease of $2,500 in prepaid expenses, a $8,049 increase in accounts payable and a $459 decrease in related party accrued interest represented all of our negative operating cash flow offset by an increase of $6,540 for expenses paid on our company’s behalf by a related party.

Cash provided by financing activities for the nine month period ended November 30, 2012 was $355,000 compared to $Nil for the same period in 2011.

Cash used in investing activities for the nine month period ended November 30, 2012 was $300,000 compared to $Nil for the same period in 2011.

On January 19, 2011, we entered into a promissory note agreement whereby we received $18,375 from our former officer and director, Carolyne S. Johnson. The note accrues interest at a rate of 10.0% per annum, is unsecured and is due on demand. As of November 30, 2012, we had accrued interest payable of $931. Additionally, $6,540 in company expenses were paid by one of our company’s shareholders on our company’s behalf. This amount accrues no interest and is payable on demand. On August 21, 2012, in conjunction with the sale of her shares to our officer and director, Lilia Roberts, Ms. Johnson provided us with a release from any debt owed to her by our company.

As of November 30, 2012, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off Balance Sheet Arrangements

We have no 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 stockholders.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on our obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

In order to continue as a going concern, we will need, among other things, additional capital resources. Management's plan is to obtain such resources for us by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that we will be successful in accomplishing any of our plans.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Basis of Accounting

Our company’s financial statements are prepared using the accrual method of accounting. Our company has elected a February 28 fiscal year-end.

Use of Estimates

Recent Accounting Pronouncements

Our company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on our company’s financial position or statements.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Basic and Diluted Loss per Share

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.

Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On October 15, 2012, we issued 700,000 shares of our common stock at a price of $0.50 per share, pursuant to the closing of a private placement, for gross proceeds of $350,000. We issued the shares to four non-US individuals (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibit Number		Description of Exhibit
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011)
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011)
3.3		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on December 13, 2012)
(10)		Material Contracts
10.1		Release from Carolyne Johnson dated August 21, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
10.2		Share Purchase Agreement dated August 21, 2012 between our company, Carolyne Johnson and Lilia Roberts (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
10.3		Letter of Intent dated September 21, 2012 between our company and Biologix Hair Inc. (incorporated by reference to our Current Report on Form 8-K filed on September 27, 2012)
10.4		Share Exchange Agreement dated November 23, 2012 between our company and Biologix Hair Inc., and the Shareholders of Biologix Hair Inc. (incorporated by reference to our Current Report on Form 8-K filed on November 23, 2012)
(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 Chief Executive Officer and Chief Financial Officer
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial 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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIOLOGIX HAIR INC.

Date: January 4, 2013	/s/ Lilia Roberts
	Lilia Roberts
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

BIOLOGIX HAIR INC. - FORM 10-Q - January 4, 2013

Attached files

BIOLOGIX HAIR INC. Reports