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 ~~June~~September 30, 2013

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

For the transition period from ___ to___

Commission file number 000-54347

ENTEROLOGICS, INC.

(Exact name of registrant as specified in its charter)

1264 University Avenue West, Suite 404

St. Paul, Minnesota 55104

(Address of principal executive offices) (Zip Code)

(516) 303-8181

(Registrant's telephone number, including area code)

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). Yes o No x

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 38,013,391 shares of common stock, $0.0001 par value, issued and outstanding as of ~~August~~November 1518, 2013.

TABLE OF CONTENTS

PART I – Financial Information
PART I - Financial Information
Item 1.	Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1721
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2024
Item 4.	Controls and Procedures	2024
PART II – Other Information
Item 1.	Legal Proceedings	2126
Item 1A.	Risk Factors	2126
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2126
Item 3.	Defaults Upon Senior Securities	2126
Item 4.	Mine Safety Disclosures	2126
Item 5.	Other Information	2126
Item 6.	Exhibits	2227

Enterologics, Inc.

September 30, 2013 and 2012

Index to the Financial Statements

Contents			Page(s)
Consolidated balance sheets at September 30, 2013 (Unaudited) and December 31, 2012			F-2

Consolidated statements of operations for the three months and nine months ended September 30, 2013 and 2012; and for the period from September 2, 2009 (inception) through September 30, 2013 (Unaudited)			F-3

Consolidated statement of stockholders’ equity (deficit) for the period from September 9, 2009 (inception) through September 30, 2013			F-4

Consolidated statements of cash flows for the nine months ended September 30, 2013 and 2012; and for the period from September 2, 2009 (inception) through September 30, 2013 (Unaudited)			F-5

Notes to the consolidated financial statements (Unaudited)			F-6

F-1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~Explanatory~~Enterologics, ~~Note~~Inc. (A Development Stage Company) Consolidated Balance Sheets

As indicated in the Current Report on Form 8-K filed by the Company on August 19, 2013, Lake & Associates, CPA’s could no longer serve as principal independent accountants for the Company. Therefore the unaudited interim financial information presented in this Quarterly Report on Form 10-Q has not been reviewed by an outside independent accounting firm as required by the rules of the Securities and Exchange Commission, or the SEC. As a result, this Quarterly Report on Form 10-Q is considered deficient and the Company is no longer considered to be timely or current in its filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act. While this filing does not comply with the requirements of Regulation S-X, and should not be interpreted to be a substitute for the review that would normally occur by the Company’s independent registered public accounting firm, management believes that the interim financial information presented herein fairly presents, in all material respects, the financial condition and results of operations of the Company as of the end of and for the referenced periods and may be relied upon. Except for the absence of this review of the unaudited interim financial information discussed above, this Quarterly Report on Form 10-Q fully complies with the requirements of the Exchange Act and the Company believes it is prudent to file this Report with the SEC to provide the financial and other information set forth herein to its shareholders and other interested parties. The Company plans to file an amendment to this Quarterly Report on Form 10-Q as soon as practicable with a review by our independent registered public accounting firm of the Company’s interim financial statements included herein.

	September 30, 2013			December 31, 2012
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-

Total Current Assets		-			-

OTHER ASSETS:
Patent, net		85,029			88,720
Website development costs, net		524			1,311

Total Other Assets		85,553			90,031

Total Assets	$	85,553		$	90,031

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Bank overdraft	$	20,400		$	-
Accounts payable		28,808			33,514
Accounts payable - related party		1,090			1,090
Accrued interest		28,937			15,913
Accrued expenses		4,500			10,500
Notes payable		250,000			250,000
Notes payable - related party		153,669			132,000

Total Current Liabilities		487,404			443,017

Total Liabilities		487,404			443,017

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Preferred stock par value $0.0001: 5,000,000 shares authorized;
none issued or outstanding		-			-
Common stock par value $0.0001: 150,000,000 shares authorized;
38,013,391 and 37,163,391 shares issued and outstanding, respectively		3,801			3,716
Additional paid-in capital		890,889			879,974
Deficit accumulated during the development stage		(1,296,541	)		(1,236,676	)

Total Stockholders' Deficit		(401,851	)		(352,986	)

Total Liabilities and Stockholders' Deficit	$	85,553		$	90,031

1 See accompanying consolidated notes to the financial statements

~~ENTEROLOGICS, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS~~F-2

	June 30,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS
Cash	$	-		$	-
Investment in Bio Balance
Prepaid expenses		-			-
TOTAL CURRENT ASSETS		-			-
Patent, (net of Accumulated Amortization of $20,077 and $17,615 respectively)		86,258			88,720
Website Costs, (net of Accumulated Amortization of $2,358 and $1,834 respectively)		787			1,311
TOTAL ASSETS	$	87,045		$	90,031
LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable	$	49,264		$	33,514
Accounts payable - related party		1,090			1,090
Accrued Interest		26,596			15,913
Accrued Expense		4,500			10,500
Notes payable		250,000			250,000
Notes payable - related party		83,333			65,333
Total Current Liabilities		414,783			376,350
LONG TERM LIABILITIES
Notes payable		66,667			66,667
TOTAL LIABILITIES		481,450			443,017
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY / (DEFICIENCY)
Preferred Stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.0001 par value, 150,000,000 shares authorized, 38,013,391 and 37,163,391 shares issued and outstanding, respectively	$	3,801		$	3,716
Additional paid in capital		890,889			879,974
Accumulated deficit - during developmental stage		(1,289,095	)		(1,236,676	)
Total Stockholders’ Equity / (Deficiency)		(394,405	)		(352,986	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIENCY)	$	87,045		$	90,031

Enterologics, Inc.

2 (A Development Stage Company)

~~ENTEROLOGICS,~~ Consolidated ~~INC.~~Statements (Aof ~~DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS~~Operations

		For the six Months Ended				For the Three Months Ended				For the Period September 2, 2009 Inception to
	For the Three Months Ended				For the Three Months Ended				For the Nine Months Ended				For the Nine Months Ended			For the Period from September 2, 2009 (inception) through
		June 30, 2013				June 30, 2013				June 30, 2013
	September 30, 2013				September 30, 2012				September 30, 2013				September 30, 2012			September 30, 2013
OPERATING EXPENSES
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)			(Unaudited)
Professional fees		$	8,640			$	4,350			$	144,805
Net revenues earned during the development stage		$	-			$	-			$	-		$	-		$	-
Consulting fees			3,000								42,000
Operating expenses
Research and Development			10,967				-				214,791
Professional fees			3,200				4,500				11,840			31,249			148,005
Compensation expense											18,000
Consulting fees			-				7,000				3,000			20,000			42,000
General and administrative			5,143				1,023				94,393
Research and development			-				26,829				10,967			84,659			214,791
Impairment Expense											481,353
Compensation expense			-				-				-			-			18,000
Amortization Expense			2,986				1,493				9,744
General and administrative			411				9,756				5,554			23,812			94,804
Total Operating Expenses			30,736				6,866				1,005,086
Impairment expense			-				-				-			-			481,353
LOSS BEFORE PROVISION FOR INCOME TAXES			(30,736	)			(6,866	)			(1,005,086	)
Amortization expense			1,492				1,493				4,479			4,478			11,237
OTHER INCOME / (EXPENSES)
Total operating expenses			5,103				49,578				35,840			164,198			1,010,190
Interest income			-				-				5
LOSS FROM OPERATIONS			(5,103	)			(49,578	)			(35,840	)		(164,198	)		(1,010,190	)
Loan amortization expense- related party			(11,000	)							(253,500	)
OTHER (INCOME) EXPENSE:
Interest expense			(10,683	)			(5,635	)			(30,514	)
Interest income			-				-				-			-			(5	)
			(52,419	)			(12,501	)			(1,289,095	)
Amortization of loan commitment fee - related party			-				110,000				11,000			217,500			253,500
Provision for Income Taxes			-				-
Interest expense			2,752				4,155				13,025			13,240			32,856
NET LOSS		$	(52,419	)		$	(12,501	)		$	(1,289,095	)
Other (income) expense, net			2,752				114,155				24,025			230,740			286,351
Net loss per share - basic and diluted			(0.00	)			(0.00	)
Loss before income tax provision			(7,855	)			(163,733	)			(59,865	)		(394,938	)		(1,296,541	)
Weighted average number of shares outstanding during the period - basic and diluted			38,804,487				33,166,649
Income tax provision			-				-				-			-			-
Net loss		$	(7,855	)		$	(163,733	)		$	(59,865	)	$	(394,938	)	$	(1,296,541	)
Net loss per common share
- Basic and diluted:		$	(0.00	)		$	(0.00	)		$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding
- basic and diluted			37,879,416				38,013,391				35,670,240			35,510,651

3 See accompanying consolidated notes to the financial statements

~~ENTEROLOGICS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY / (DEFICIENCY) FOR THE PERIOD FROM SEPTEMBER 2, 2009 (INCEPTION) TO JUNE 30, 2013~~F-3

	Preferred Stock				Common Stock				Additional Paid-In		Subscription			Accumulated Deficit - Development			Total Stockholders' Equity /
	Shares		Amount		Shares		Amount		Capital		Receivable			Stage			(Deficiency)
BALANCE, September 2, 2009 (Inception)		-	$	-		-	$	-	$	-	$	-		$	-		$	-
Sale of common stock -Founders $.001 per share		-		-		10,300,000		1,030		-		-			-			1,030
Sale of common stock - private placement $.003 per share		-		-		15,700,000		1,570		45,530		(20	)		-			47,080
Net loss, for the period September 2, 2009 (Inception) to		-		-		-		-		-		-			(8,099	)		(8,099	)
December 31, 2009
BALANCE, December 31, 2009		-		-		26,000,000		2,600		45,530		(20	)		(8,099	)		40,011
Imputed Compensation		-		-		-		-		12,000		-			-			12,000
Common stock issued for services		-		-		20,000		2		58		-			-			60
Cash received from issuance of common stock		-		-		-		-		-		20			-			20
Net loss, for the year ended December 31, 2010		-		-		-		-		-		-			(72,611	)		(72,611	)
BALANCE, DECEMBER 31, 2010		-		-		26,020,000		2,602		57,588		-			(80,710	)		(20,520	)
Imputed Compensation		-		-		-		-		6,000		-			-			6,000
Sale of common stock - private placement $.05 per share		-		-		8,500,000		850		424,150					-			425,000
Common stock issued for loan comitment fees $.05 per share		-		-		500,000		50		24,950		-			-			25,000
Common stock issued for purchase of Bio-Balance						393,391		39		149,961								150,000
Net loss, for Twelve months ended December 31, 2011		-		-		-		-		-		-			(223,013	)		(223,013	)
BALANCE, DECEMBER 31 2011		-	$	-		35,413,391	$	3,541	$	662,649	$	-		$	(303,723	)	$	362,467
Common stock issued for loan comitment fees		-		-		1,750,000		175		217,325		-			-			217,500
Net loss, for Twelve months ended December 31, 2012		-		-		-		-		-		-			(932,953	)		(932,953	)
BALANCE, DECEMBER 31 2012		-	$	-		37,163,391	$	3,716		879,974		-			(1,236,676	)		(352,986	)
Common stock issued for loan comitment fees		-		-		850,000		85		10,915		-			-			11,000
Net loss, for six months ended June 30, 2013		-		-		-		-		-		-			(52,419	)		(52,419	)
BALANCE, MARCH 31 2013		-	$	-		38,013,391	$	3,801		890,889		-			(1,289,095	)		(394,405	)

Enterologics, Inc.

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficit)

For the Period from September 2, 2009 (Inception) through September 30, 2013

(Unaudited)

	Common Stock Par Value $0.0001				Additional					Deficit Accumulated during the			Total Stockholders'
	Number of Shares		Amount		Paid-in Capital		Subscription Receivable			Development Stage			Equity (Deficit)

Balance, September 2, 2009 (inception)		-	$	-	$	-	$	-		$	-		$	-

Sale of common stock - Founders $0.001 per share		10,300,000		1,030										1,030

Sale of common stock - private placement $.003 per share		15,700,000		1,570		45,530		(20	)					47,080

Net loss											(8,099	)		(8,099	)

Balance, December 31, 2009		26,000,000		2,600		45,530		(20	)		(8,099	)		40,011

Imputed Compensation						12,000								12,000

Common stock issued for services		20,000		2		58								60

Cash received from issuance of common stock								20						20

Net loss											(72,611	)		(72,611	)

Balance, December 31, 2010		26,020,000		2,602		57,588		-			(80,710	)		(20,520	)

Imputed Compensation		-		-		6,000								6,000

Sale of common stock - private placement $.05 per share		8,500,000		850		424,150								425,000

Common stock issued for loan comitment fees $.05 per share		500,000		50		24,950								25,000

Common stock issued for purchase of Bio-Balance		393,391		39		149,961								150,000

Net loss											(223,013	)		(223,013	)

Balance, December 31, 2011		35,413,391		3,541		662,649		-			(303,723	)		362,467

Common stock issued for loan comitment fees		1,750,000		175		217,325								217,500

Net loss											(932,953	)		(932,953	)

Balance, December 31, 2012		37,163,391		3,716		879,974		-			(1,236,676	)		(352,986	)

Common stock issued for loan extension fees		650,000		65		8,935								9,000

Common stock issued for suspension of payments		200,000		20		1,980								2,000

Net loss											(59,865	)		(59,865	)

Balance, September 30, 2013		38,013,391	$	3,801	$	890,889	$	-		$	(1,296,541	)	$	(401,851	)

~~ENTEROLOGICS,~~See ~~INC.~~accompanying (Aconsolidated ~~DEVELOPMENT~~notes ~~STAGE~~to ~~COMPANY)~~the ~~CONSOLIDATED~~financial ~~STATEMENTS OF CASH FLOWS~~statements

	For the Six Months Ended			For the Three Months Ended			For the Period September 2, 2009 Inception to
	June 30, 2013			June 30, 2012			June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(52,419	)		(231,205	)		(1,289,095	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment Loss		-						481,353
Imputed compensation		-						18,000
Stock issued for loan commitment fees-related party		11,000			107,500			253,500
Stock issued for services		-			-			60
Amortization Expense		2,986			2,986			9,744
Changes in operating assets and liabilities:
(Increase) in prepaid expenses								-
Increase/ (decrease) in accounts payable		15,749						22,144
Increase / (decrease) is accounts payable - related party		-						3,213
Increase/ (decrease) in Accrued Expenses		4,684			8,800			31,096
Net Cash Used In Operating Activities		(18,000	)		(111,919	)		(469,985	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Website costs		-						(3,145	)
Cash paid for acquisition of wholly owned subsidiary		-						(300,000	)
Net Cash Used In Investing Activities		-			-			(303,145	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock								473,130
Proceeds from notes payable-related party					10,000			234,000
Repayments to notes payable-related party					(60,000	)		(197,000	)
Proceeds from notes payable-third party		18,000			150,000			265,500
Repayments to notes payable-third party								(2,500	)
								-
Net Cash Provided By Financing Activities		18,000			100,000			773,130
NET INCREASE (DECREASE ) IN CASH		-			(11,919	)		-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		-			17,975			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-			6,056			-
Cash paid for interest expense	$	-			9,086
Cash paid for Income Taxes		-			-			-
Supplemental disclosure of non cash investing & financing activities:
Issuance of common stock for loan commitment fees	$	11,000						253,500
Issuance of stock for asset acquistion							$	150,000
Issuance of note payable for asset acquistion							$	100,000
Assumption of accounts payable in asset acquistion							$	24,997

F-4

5Enterologics, Inc. (A Development Stage Company) Consolidated Statements of Cash Flows

ENTEROLOGICS, INC

	For the Nine Months Ended			For the Nine Months Ended			For the Period from September 2, 2009 (inception) through
	September 30, 2013			September 30, 2012			September 30, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(59,865	)	$	(394,938	)	$	(1,296,541	)

Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense		4,478			4,479			11,236
Impairment loss		-			-			481,353
Imputed compensation		-			-			18,000
Stock issued for loan commitment fees-related party		11,000			217,500			253,500
Stock issued for services		-			-			60
Changes in operating assets and liabilities:
Accounts payable		(4,706	)		540			1,689
Accounts payable - related party		-			-			3,213
Accrued expenses		7,024			12,954			33,436

NET CASH USED IN OPERATING ACTIVITIES		(42,069	)		(159,465	)		(494,054	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Website development costs		-			-			(3,145	)
Acquisition of wholly owned subsidiary		-			-			(300,000	)

NET CASH USED IN INVESTING ACTIVITIES		-			-			(303,145	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		20,400			-			20,400
Proceeds from notes payable-related party		21,669			51,500			250,669
Repayments to notes payable-related party		-			(75,010	)		(197,000	)
Proceeds from notes payable		-			165,000			252,500
Repayments to notes payable		-			-			(2,500	)
Proceeds from the issuance of common stock		-			-			473,130

NET CASH PROVIDED BY FINANCING ACTIVITIES		42,069			141,490			797,199

NET CHANGE IN CASH		-			(17,975	)		-

Cash at beginning of period		-			17,975			-

Cash at end of period	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	9,086		$	-
Income tax paid	$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for loan commitment fees	$	11,000		$	-		$	253,500
Issuance of stock for asset acquisition	$	-		$	-		$	150,000
Issuance of note payable for asset acquisition	$	-		$	-		$	100,000
Assumption of accounts payable in asset acquisition	$	-		$	-		$	24,977

(A See ~~DEVELOPMENT~~accompanying ~~STAGE~~consolidated ~~COMPANY)~~notes to the financial statements

~~CONSOLIDATED NOTES TO FINANCIAL STATEMENTS~~F-5

~~JUNE~~Note ~~30,~~1 ~~2013~~- Organization and Operations

~~NOTE~~Enterologics, ~~1 ORGANIZATION~~Inc. ~~AND~~(the ~~SUMMARY~~“Company”) OFwas ~~SIGNIFICANT~~incorporated ~~ACCOUNTING~~under ~~POLICIES~~the laws of the State of Nevada on September 2, 2009 to develop, test, and obtaining regulatory approvals for, manufacturing, commercializing and selling new prescription drug products.

~~(A)~~On ~~Organization~~September 6, 2011 Enterologics, Inc. acquired 100% of The BioBalance Corp and BioBalance LLC.

~~Enterologics,~~Note ~~Inc.~~2 ~~was~~- ~~incorporated~~Summary ~~under the laws~~ of ~~the~~Significant ~~State~~Accounting ~~of Nevada on September 2, 2009 to develop, test, and obtaining regulatory approvals for, manufacturing, commercializing and selling new prescription drug products.~~Policies

OnThe ~~September~~Management 6,of ~~2011~~the ~~Enterologics,~~Company ~~Inc~~is ~~acquired~~responsible ~~BioBalance~~for ~~Corp~~the selection and ~~BioBalance~~use ~~LLC,~~of appropriate accounting policies and ~~they~~the appropriateness of accounting policies and their application. Critical accounting policies and practices are athose ~~wholly-owned~~that ~~subsidiary~~are both most important to the portrayal of ~~Enterologics~~the Company’s financial condition and results and require management’s most difficult, ~~Inc~~subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

~~Activities~~Basis ~~during~~of ~~the~~Presentation ~~development~~- ~~stage~~Unaudited ~~include~~Interim ~~developing~~Financial ~~the business plan, acquiring technology and raising capital.~~Information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (B“U.S. GAAP”) ~~Use~~for interim financial information, and with the rules and regulations of ~~Estimates~~the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2012 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013.

InPrinciples ~~preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts~~ of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (C1) ~~Cash~~when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and ~~Cash~~control ~~Equivalents~~is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

~~For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of six months or less at the time of purchase to be cash equivalents.~~ The Company's atconsolidated ~~times~~subsidiaries ~~has cash in excess of FDIC insurance limits~~ and/or ~~places~~entities ~~its~~are ~~temporary~~as ~~cash investments with high credit quality financial institutions. At June 30, 2013 and 2012 the Company did not have any balances that exceeded FDIC insurance limits.~~follows:

(D) Website Development

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest
The Bio Balance Corp.	Delaware	September 6, 2001		100%
Bio Balance LLC	Delaware	September 6, 2001		100%

The ~~Company~~consolidated ~~has~~financial ~~adopted~~statements ~~the~~include ~~provisions~~all ofaccounts ~~FASB Accounting Standards Codification No. 350 Intangible-Goodwills and Other. Costs incurred in the planning stage~~ of ~~a website are expensed, while costs incurred in~~ the ~~development~~Company ~~stage are capitalized~~ and ~~amortized over~~ the ~~estimated~~consolidated ~~three~~subsidiaries ~~year~~and/or ~~life~~entities as of ~~the~~reporting ~~asset.~~period ~~During~~ending ~~the~~date(s) ~~six months ended June 30, 2013~~ and ~~2012,~~for the ~~Company~~reporting ~~incurred~~period(s) ~~$3,145~~then ~~respectively, in website development costs~~ended. ~~As of June 30, 2013 and 2012, amortization of $2,358 and $1,834 respectively has been taken.~~

~~(E) Principles of Consolidation~~F-6

~~The~~All ~~consolidated financial statements included the accounts of Enterologics, Inc and its wholly~~inter-~~owned~~company ~~subsidiary Biobalance Corp, and Biobalance LLC, from the date of acquisition of September 6, 2011 through June 30, 2013. All material intercompany~~ balances and transactions have been eliminated ~~in consolidation~~.

~~(F)~~Development ~~Stock-Based~~Stage ~~Compensation~~Company

InThe ~~December~~Company ~~2004,~~is ~~the~~a ~~FASB~~development ~~issued~~stage ~~FASB~~company ~~Accounting~~as ~~Standards~~defined ~~Codification~~by ~~No.~~section ~~718,~~915-10-20 ~~Compensation~~of –the ~~Stock~~Financial ~~Compensation.~~Accounting ~~Under~~Standards Board (“FASB”) Accounting Standards Codification No. The ~~718,~~Company ~~companies~~is ~~are~~still ~~required~~devoting tosubstantially ~~measure~~all ~~the compensation costs~~ of ~~share-based~~its ~~compensation~~efforts ~~arrangements based~~ on ~~the~~establishing ~~grant-date fair value and recognize~~ the ~~costs~~business in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and ~~employee~~still ~~share~~qualifies ~~purchase~~as ~~plans.~~a Asdevelopment ~~such,~~stage ~~compensation cost is measured on the date of grant at their fair value~~company. All ~~Such~~losses ~~compensation~~accumulated ~~amounts,~~since ifinception ~~any,~~have ~~are~~been ~~amortized~~considered ~~over~~as ~~the~~part ~~respective vesting periods~~ of the ~~option grant. The~~ Company’s ~~applies~~development ~~this~~stage ~~statement prospectively~~activities.

6Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

~~Equity~~The ~~instruments~~preparation ~~(“instruments”)~~of ~~issued~~financial tostatements ~~other~~in ~~than~~conformity ~~employees~~with ~~are~~accounting ~~recorded~~principles ongenerally ~~the~~accepted ~~basis~~in of the ~~fair~~United ~~value~~States of ~~the~~America ~~instruments,~~requires asmanagement ~~required~~to bymake ~~FASB~~estimates ~~Accounting~~and ~~Standards~~assumptions ~~Codification~~that ~~No.~~affect ~~718.~~the ~~FASB~~reported ~~Accounting~~amounts ~~Standards~~of ~~Codification~~assets ~~No.~~and ~~505,~~liabilities ~~Equity~~and ~~Based~~disclosure ~~Payments~~of tocontingent ~~Non-Employees~~assets ~~defines the measurement date~~ and ~~recognition~~liabilities ~~period~~at ~~for such instruments. In general,~~ the ~~measurement~~ date ~~is when either a~~ (as) ~~performance commitment, as defined, is reached or (b) the earlier~~ of ~~(i)~~ the ~~non-employee~~financial ~~performance~~statements isand ~~complete or (ii)~~ the ~~instruments~~reported ~~are~~amounts ~~vested.~~of ~~The~~revenues ~~measured value related to the instruments is recognized over a period based on the facts~~ and ~~circumstances~~expenses ofduring ~~each particular grant as defined in~~ the ~~FASB~~reporting ~~Accounting Standards Codification~~period(s).

Critical accounting estimates are estimates for which (Ga) ~~Loss~~the ~~Per~~nature ~~Share~~of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements was (were):

~~Basic and diluted net~~ (~~loss~~i) ~~per~~Assumption ~~common~~as ~~share~~a isgoing ~~computed~~concern: ~~based~~Management ~~upon~~assumes that the ~~weighted~~Company ~~average~~will ~~common~~continue ~~shares outstanding~~ as ~~defined~~a bygoing ~~FASB~~concern, ~~Accounting~~which ~~Standards~~contemplates ~~Codification~~continuity ~~Topic~~of ~~260~~operations, ~~“Earnings~~realization ~~Per Share.” As~~ of ~~June~~ 30assets, ~~2013~~ and ~~2012,~~ ~~there~~liquidation ~~were~~of ~~38,804,487~~liabilities ~~and~~in ~~33,166,649~~the ~~shares~~normal ~~issued~~course ~~and~~of ~~outstanding, respectively.~~business;

(Hii) ~~Research~~ Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and ~~Development~~(vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events;

In(iii) ~~accordance~~Valuation ~~with~~allowance ~~ASC~~for ~~Topic~~deferred ~~730,~~tax ~~“Research~~assets: ~~and~~Management ~~Development”,~~assumes ~~expenditures~~that ~~for~~the ~~research~~realization ~~and development~~ of the Company’s ~~products~~net ~~and~~deferred ~~services~~tax ~~are~~assets ~~expensed~~resulting ~~when~~from ~~incurred,~~its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are ~~included~~offset inby ~~operating~~a ~~expenses~~full valuation allowance. ~~The~~Management ~~Company~~made ~~recognized~~this ~~research~~assumption ~~and~~based ~~development~~on ~~costs~~(a) ofthe ~~$10~~Company has incurred recurring losses,~~967~~ ~~and~~(b) ~~$28~~general economic conditions,~~835 for~~ ~~the~~(d) ~~six months~~its ~~ended~~ability ~~June~~to ~~30,~~raise ~~2013~~additional ~~and~~funds ~~2012~~to support its daily operations by way of a public or private offering, ~~respectively.~~among other factors;

~~(I)~~These ~~Fair~~significant ~~Value~~accounting estimates or assumptions bear the risk of ~~Financial~~change ~~Instruments~~due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

~~The~~Management ~~carrying~~bases ~~amounts~~its ofestimates ~~the~~on ~~Company's accounts~~historical ~~payable,~~experience ~~accrued~~and ~~expenses,~~on ~~and~~various ~~notes~~assumptions ~~payable~~that ~~related~~are ~~approximate~~believed ~~fair~~to ~~value~~be ~~due~~reasonable in relation to the ~~relatively~~financial ~~short~~statements ~~period~~taken toas ~~maturity~~a whole under the circumstances, the results of which form the basis for ~~these~~making ~~instruments~~judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

~~(J)~~Management ~~Acquisitions~~regularly evaluates the key factors and ~~Intangible~~assumptions ~~Assets~~used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

WeActual account for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Our unaudited condensed consolidated financial statements and results ofcould ~~operations~~differ ~~reflect an acquired business~~ from ~~the~~those ~~completion date of an acquisition~~estimates.

The judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition.F-7

~~(K)~~Fair ~~Long-lived~~Value ~~Assets~~of Financial Instruments

~~Management~~The ~~evaluates the recoverability of the~~ Company’s ~~identifiable~~follows ~~intangible~~paragraph ~~assets and other long~~825-~~lived~~10-50-10 ~~assets~~of inthe ~~accordance~~FASB ~~with~~Accounting ~~ASC~~Standards ~~Topic~~Codification ~~360,~~for ~~which~~disclosures ~~generally~~about ~~requires~~fair ~~the~~value ~~assessment~~ of ~~these~~its ~~assets~~financial ~~for~~instruments ~~recoverability~~and ~~when~~has ~~events~~adopted orparagraph ~~circumstances~~820-10-35-37 ~~indicate~~of athe ~~potential~~FASB ~~impairment~~Accounting ~~exists.~~Standards ~~Events~~Codification ~~and~~(“Paragraph ~~circumstances~~820-10-35-37”) ~~considered~~to bymeasure the ~~Company~~fair ~~in determining whether the carrying~~ value of ~~identifiable~~its ~~intangible~~financial ~~assets~~instruments. ~~and~~Paragraph ~~other long~~820-~~lived~~10-35-37 ~~assets~~establishes ~~may~~a ~~not~~framework befor ~~recoverable~~measuring ~~include,~~fair ~~but~~value ~~are not limited to: significant changes~~ in ~~performance~~accounting ~~relative~~principles togenerally ~~expected~~accepted ~~operating results, significant changes~~ in the ~~use~~United States of ~~the~~America ~~assets~~(U.S. GAAP), ~~significant~~and ~~negative~~expands ~~industry~~disclosures orabout ~~economic~~fair ~~trends,~~value ameasurements. ~~significant~~To ~~decline~~increase inconsistency ~~the~~and ~~Company’s~~comparability ~~stock~~in ~~price~~fair ~~for~~value ameasurements ~~sustained~~and ~~period~~related ~~of time~~disclosures, ~~and~~Paragraph ~~changes~~820-10-35-37 inestablishes ~~the~~a ~~Company’s~~fair ~~business~~value ~~strategy.~~hierarchy Inwhich ~~determining~~prioritizes ~~if impairment exists,~~ the ~~Company~~inputs ~~estimates~~to ~~the~~valuation ~~undiscounted~~techniques ~~cash~~used ~~flows~~ to bemeasure ~~generated~~fair ~~from~~value ~~the~~into ~~use~~three ~~and~~(3) ~~ultimate~~broad ~~disposition of these assets~~levels. The Ifthree ~~impairment~~(3) islevels ~~indicated based on a comparison~~ of ~~the~~fair ~~assets’~~value ~~carrying~~hierarchy ~~values~~defined ~~and the undiscounted cash flows, the impairment loss is measured as the amount~~ by ~~which~~Paragraph ~~the~~820-10-35-37 ~~carrying~~are ~~amount~~described ~~of the assets exceeds the fair market value of the assets.~~below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

~~(L)~~Financial ~~Impairment~~assets ofare ~~Goodwill~~considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and ~~Intangible~~at ~~Assets~~least one significant model assumption or input is unobservable.

WeThe ~~evaluate~~fair ~~goodwill~~value ~~for~~hierarchy ~~impairment~~gives ~~annually during~~ the ~~fourth~~highest ~~quarter~~priority orto ~~whenever~~quoted ~~events~~prices or(unadjusted) ~~changes~~ in ~~circumstances~~active ~~indicate~~markets ~~the carrying value of the goodwill may not be fully recoverable. We evaluate goodwill~~ for ~~impairment~~identical atassets ~~the~~or ~~reporting~~liabilities ~~unit level~~ and ~~have allocated goodwill to~~ the ~~reporting~~lowest ~~unit~~priority ~~based on an estimate of its relative fair value. The evaluation is a two-step approach requiring us~~ to ~~compute~~unobservable ~~the fair value of a reporting unit and compare it with its carrying value~~inputs. If the ~~carrying~~inputs ~~value~~used ~~of the reporting unit exceeds its estimated fair value, a second step is performed~~ to measure the ~~potential~~financial ~~goodwill~~assets ~~impairment.~~and ~~Significant~~liabilities ~~judgment~~fall iswithin ~~involved~~more inthan ~~estimating~~one ~~cash~~level ~~flows~~described ~~and fair value. Management’s estimates~~above, ~~which fall under Level 3 of~~ the ~~U.S.~~categorization ~~GAAP~~is ~~fair value hierarchy as defined by FASB ASC Topic 820-10-35, are~~ based on ~~historical~~the ~~and~~lowest ~~projected~~level ~~operating~~input ~~performance,~~that ~~recent market transactions and current industry trading multiples. There~~ is nosignificant ~~impairment~~to ~~charges recorded for~~ the ~~six~~fair ~~months~~value ~~ended~~measurement ~~June~~of ~~30,~~the ~~2013~~instrument.

~~Other~~The ~~intangible assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate the~~ carrying ~~value~~amounts ~~may~~of ~~not be fully recoverable. We estimate~~ the ~~fair~~Company’s ~~value~~financial ofassets ~~our Patent~~ and ~~Website using the best information available~~liabilities, ~~using~~such ~~both a market approach,~~ as ~~well as a discounted~~ cash, ~~flow~~accounts ~~model~~payable, ~~commonly~~accrued ~~referred to as the income approach. If the estimated fair value is less than the carrying value~~interest, ~~the intangible asset is written down to its estimated fair value. Significant judgment is involved in estimating fair value~~ and ~~long-term~~accrued ~~revenue~~expenses ~~forecasts.~~approximate ~~Management’s~~their ~~estimates, which fall under Level 3 of the U.S. GAAP~~ fair ~~value~~values ~~hierarchy~~because ~~as defined by FASB ASC Topic 820-10-35, are based on historical and projected revenue performance and industry trends. As~~ of ~~June 30, 2013,~~ the ~~estimated~~short ~~fair~~maturity ~~value~~ of ~~our~~these ~~other intangible assets exceeded their carrying values~~instruments.

~~(M)~~The ~~Fair~~Company’s ~~Value~~notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2013 and December 31, 2012.

~~The~~Transactions ~~Company~~involving ~~measures~~related ~~the~~parties ~~fair~~cannot ~~value~~be ofpresumed ~~its~~to ~~assets~~be ~~and~~carried ~~liabilities~~out ~~under~~on ~~the~~an ~~guidance~~arm's-length ~~of ASC 820~~basis, ~~Fair~~as ~~Value~~the ~~Measurements~~requisite ~~and~~conditions ~~Disclosures ,~~of ~~which defines fair value~~competitive, ~~establishes~~free-market adealings ~~framework~~may ~~for~~not ~~measuring~~exist. ~~fair~~Representations ~~value~~about intransactions ~~accordance~~ with ~~generally~~related ~~accepted~~parties, ~~accounting~~if ~~principles~~made, ~~and~~shall ~~expands disclosures about fair value measurements. SC 820 does~~ not ~~require~~imply ~~any~~that ~~new~~the ~~fair~~related ~~value~~party ~~measurements,~~transactions ~~but~~were ~~its~~consummated ~~provisions~~on ~~apply~~terms equivalent to ~~all~~those ~~other~~that ~~accounting~~prevail ~~pronouncements~~in ~~that~~arm's-length ~~require~~transactions orunless ~~permit~~such ~~fair~~representations ~~value~~can ~~measurement~~be substantiated.

~~ASC~~Carrying ~~820 clarifies that fair value is an exit price~~Value, ~~representing~~Recoverability ~~the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest~~ and ~~best~~Impairment ~~use~~ of ~~the asset or liability. As such, fair value is a market~~Long-~~based~~Lived measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:Assets

·The ~~Level~~Company 1:has ~~Observable~~adopted ~~inputs~~paragraph ~~such~~360-10-35-17 asof ~~quoted~~the ~~prices~~FASB ~~for~~Accounting ~~identical~~Standards ~~assets~~Codification orfor ~~liabilities~~its inlong-lived ~~active~~assets. ~~markets;~~The ·Company’s ~~Level~~long-lived ~~2: Inputs~~assets, ~~other~~which ~~than~~include ~~the~~patent ~~quoted~~and ~~prices~~website indevelopment ~~active markets~~costs, ~~that~~ are ~~observable~~reviewed ~~either directly or indirectly such as quoted prices~~ for ~~similar~~impairment, ~~assets~~whenever orevents ~~liabilities~~ or ~~market-corroborated~~changes ~~inputs;~~in ~~and · Level 3: Unobservable inputs for which there is little or no market data~~circumstances, ~~which~~indicate ~~require~~that the ~~reporting~~carrying ~~entity~~amount toof ~~develop~~an ~~its~~asset ~~own~~may ~~assumptions~~not ~~about~~be ~~how market participants would price the assets or liabilities~~recoverable.

The ~~valuation~~Company ~~techniques~~assesses ~~that~~the ~~may~~recoverability beof ~~used~~its tolong-lived ~~measure~~assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are asdetermined ~~follows:~~to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

~~A. Market approach~~ F- Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities B. Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method C. Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)8

8The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The ~~Company~~impairment ~~also adopted the provisions of ASC 825~~charges, Financial Instruments. ASC 825allows companies to choose to measure eligible assets and liabilities at fair value with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if ~~an event triggers a new basis of accounting. The Company did not elect to re-measure~~ any, ofis ~~its~~included ~~existing~~in ~~financial~~operating ~~assets~~expenses ~~or liabilities under the provisions of this Statement and did not elect the fair value option for any financial assets and liabilities transacted~~ in the ~~six~~accompanying ~~months~~statements ~~ended June 31, 2013 and 2012. All~~ of ~~the Company’s intangible assets are valued using the level 3 inputs as of June 30, 2013~~operations.

~~(N)~~Cash ~~Recent Accounting Pronouncements~~Equivalents

InThe ~~July~~Company ~~2012~~considers ~~the~~all ~~FASB~~highly ~~issued~~liquid ~~ASU~~investments ~~No.~~with ~~2012-02,~~maturities ~~Intangibles~~of -three ~~Goodwill~~months ~~and~~or ~~Other~~less ~~(Topic~~at ~~350)~~the ~~Testing~~time ~~Indefinite-Lived~~of ~~Intangible~~purchase ~~Assets for Impairment, which simplifies how entities test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity~~ to ~~first~~be ~~assess~~cash qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test currently required by ASC Topic 350-30 on general intangibles other than goodwillequivalents. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, provided that the entity has not yet issued its financial statements. The Company does not anticipate any material impact from the adoption of ASU 2012-02.

In August 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (“SAB”) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010 in ASU No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.Patent

InThe ~~October~~Company ~~2012,~~follows ~~FASB~~the ~~issued~~guidelines ~~ASU~~as ~~2012-04,~~set ~~Technical~~out ~~Corrections~~in paragraph 350-30-25-3 and ~~Improvements~~paragraph in350-30-35-6 ~~ASU~~of ~~No.~~the ~~2012-04~~FASB Accounting Standards Codification for patent. For ~~The~~acquired ~~amendments~~patents inthe ~~this~~Company ~~update~~records ~~cover~~the acosts ~~wide~~to ~~range~~acquire ofpatents ~~Topics~~as inpatent and amortizes the ~~Accounting~~patent ~~Standards~~acquisition ~~Codification~~cost over its remaining legal life, or estimated useful life, or the term of the contract, whichever is shorter. ~~These~~For ~~amendments~~internal ~~include~~developed ~~technical~~patents, ~~corrections~~all ~~and~~costs ~~improvements~~incurred to the ~~Accounting~~point ~~Standards~~when ~~Codification~~a patent application is to be filed are expended as incurred as research and ~~conforming~~development ~~amendments~~expense; ~~related~~patent application costs, generally legal costs, thereafter incurred are capitalized, which are to ~~fair~~be ~~value~~amortized ~~measurements~~once the patents are granted or expended if the patent application is rejected. The ~~amendments~~Company inamortizes ~~this~~the ~~update~~internal ~~will~~developed bepatents ~~effective~~over ~~for~~the ~~fiscal~~shorter ~~periods~~of ~~beginning~~the ~~after~~expected ~~December~~useful 15lives or the legal lives of the patents, ~~2012~~which are generally 17 to 20 years for domestic patents and 5 to 20 years for foreign patents from the date when the patents are granted. The ~~adoption~~costs of ~~ASU~~defending ~~2012-04~~and ismaintaining ~~not~~patents ~~expected~~are toexpended ~~have~~as aincurred. ~~material~~Upon ~~impact~~becoming onfully ~~our~~amortized, ~~financial~~the ~~position~~related orcost ~~results~~and ofaccumulated ~~operations~~amortization are removed from the accounts.

~~Certain~~Website ~~accounting~~Development pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material to the Company.Costs

~~NOTE 2 ASSET~~The ~~PURCHASE~~Company ~~AQUISITION~~has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful life of three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

OnRelated September 6, 2011, the Company acquired 100% of the common stock of Bio Balance Corp and its subsidiary Bio Balance LLC from New York Health Care, Inc for $300,000 in cash, 393,391 shares of our common stock with a fair value of $150,000 based on the fair value on the date of the grant and a Note Payable for $100,000 to be paid in three equal installments of $33,333.33 with the first installment due on September 6, 2012, and annually thereafter with the last payment due no later than September 6, 2014. This note accrues interest at a rate of 5% per annum and $2,514 of interest expense was recognized for the six months ended June 30, 2013 and 2012, respectively. These financial statements are presented in a consolidated format.Parties

Purchase price	$	550,000
Patents	$	93,644
Goodwill		481,353
Less: Assumption of Accounts Payable		-24,997
Total assets acquired	$	550,000

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

~~The~~Pursuant ~~table~~to ~~below~~Section ~~summarizes~~850-10-20 the ~~unaudited~~Related ~~pro~~parties ~~forma~~include ~~information~~a. affiliates of the ~~results~~Company; b. Entities for which investments in their equity securities would be required, absent the election of ~~operations~~the asfair ~~though~~value option under the ~~acquisitions~~Fair ~~had~~Value ~~been~~Option ~~completed~~Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of ~~January~~management; 1,d. ~~2011:~~principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

	Enterologics Corp and Subsidiary year ended December 31, 2012			Enterologics Corp and subsidiary year ended December 31, 2011
Gross revenue		-		$	-
Total expenses		(451,600	)		(234,542	)
Net income (loss) before taxes		(451,600	)	$	(243,542	)
Earnings (loss) per share		(0.01	)	$	(0.01	)

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

F-9

~~NOTE~~Commitment ~~3 NOTES~~and ~~PAYABLE- RELATED PARTIES~~Contingencies

OnThe ~~March~~Company ~~23,~~follows ~~2009~~subtopic a450-20 ~~related~~of ~~party~~the ~~loaned~~FASB $3Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued,~~500~~ which may result in a loss to the Company ~~for~~but ~~initial~~which ~~start-up~~will ~~costs.~~only ~~The~~be ~~loan~~resolved iswhen ~~unsecured,~~one ~~carries~~or anmore ~~interest~~future ~~rate~~events ofoccur 5%or fail to occur. The Company assesses such contingent liabilities, and ~~matured~~such onassessment ~~February~~inherently ~~28,~~involves ~~2010.~~an Asexercise of ~~December~~judgment. In ~~31,~~assessing ~~2009~~loss contingencies related to legal proceedings that are pending against the Company ~~recorded~~or ~~accrued~~unasserted ~~interest~~claims ofthat ~~$135.~~may Inresult ~~February~~in ~~2010~~such proceedings, the ~~loan~~Company ~~and~~evaluates ~~accrued~~the ~~interest~~perceived merits of ~~$151~~any ~~was~~legal ~~repaid.~~proceedings ~~(See~~or ~~note~~unasserted 5)claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

OnIf ~~August~~the ~~17,~~assessment ~~2010~~of a ~~related~~contingency ~~party~~indicates ~~loaned~~that ~~$5,000~~it tois ~~the~~probable ~~Company~~that ~~for~~a ~~initial~~material ~~start-up~~loss ~~costs.~~has ~~The~~been ~~loan~~incurred isand ~~unsecured,~~the ~~carries~~amount anof ~~interest~~the ~~rate~~liability ofcan 5%be estimated, ~~and~~then ~~originally~~the ~~matures~~estimated onliability ~~November~~would ~~15,~~be ~~2010,~~accrued ~~which~~in ~~was~~the ~~extended~~Company’s ~~until~~consolidated ~~February~~financial ~~1, 2011~~statements. If Asthe ofassessment ~~December~~indicates ~~31,~~that ~~2010~~a ~~the~~potentially ~~Company~~material ~~recorded~~loss ~~accrued~~contingency ~~interest~~is ofnot ~~$93.~~probable Onbut ~~January~~is 10reasonably possible, ~~2010~~or is probable but cannot be estimated, then the ~~loan~~nature of the contingent liability, and ~~accrued~~an ~~interest~~estimate of ~~$21~~the ~~were~~range ~~repaid.~~of ~~(See~~possible ~~note~~losses, 5)if determinable and material, would be disclosed.

OnLoss ~~October~~contingencies ~~22,~~considered ~~2010~~remote aare ~~related~~generally ~~party~~not ~~loaned~~disclosed $5unless they involve guarantees,~~000~~ toin which case the ~~Company~~guarantees ~~for~~would ~~operating~~be ~~expenses~~disclosed. Management ~~The~~does ~~loan~~not ~~is unsecured~~believe, ~~carries~~based anupon ~~interest~~information ~~rate~~available ofat 5%this time, ~~and~~that ~~matures~~these onmatters ~~January~~will ~~15,~~have ~~2011.~~a Asmaterial ofadverse ~~December~~effect ~~31,~~on ~~2010~~ the Company’s ~~recorded~~consolidated ~~accrued~~financial ~~interest~~position, results of ~~$45.~~operations Onor ~~January~~cash 10flows. However, ~~2010~~there ~~the~~is ~~loan~~no assurance that such matters will not materially and ~~accrued~~adversely ~~interest~~affect ofthe ~~$21~~Company’s ~~were~~business, ~~repaid.~~financial ~~(See~~position, ~~note~~and 5)results of operations or cash flows.

OnRevenue November 24, 2010 a related party loaned $2,000 to the Company for operating expenses. The loan is unsecured, carries an interest rate of 5%, and matures on May 23, 2011. As of December 31, 2010 the Company recorded accrued interest of $10On January 10, 2010 the loan and accrued interest of $8 were repaid. (See note 5).Recognition

OnThe ~~January~~Company 7,follows ~~2011,~~paragraph ~~the~~605-10-S99-1 ~~Company~~of ~~entered~~the ~~into~~FASB aAccounting ~~loan~~Standards ~~agreement~~Codification for arevenue ~~series~~recognition. The ofCompany ~~loans~~will uprecognize torevenue anwhen ~~aggregate~~it ofis ~~$50,000~~realized ~~and~~or ~~borrowed~~realizable ~~an initial $20,000~~ and ~~issued 7% promissory notes to the lender~~earned. The ~~principal~~Company ~~and~~considers ~~accrued~~revenue ~~interest~~realized ~~under~~or ~~the~~realizable ~~note is due~~ and ~~payable~~earned onwhen ~~the~~all ~~earlier~~ of ~~October 9, 2011 or~~ the ~~date~~following ~~the~~criteria ~~Company~~are ~~receives~~met: ~~$350,000~~(i) orpersuasive ~~more~~evidence ~~in proceeds from the sale~~ of ~~securities in a private offering or through~~ an ~~effective~~arrangement ~~registration statement. During February 2011~~exists, ~~the~~(ii) ~~Company issued an additional promissory note for $10,000 due~~ the ~~earlier~~product ofhas ~~October~~been 9,shipped ~~2011~~ or the ~~date~~services ~~the~~have ~~Company~~been ~~receives~~rendered ~~proceeds~~to ~~from~~ the ~~sale of securities in a private offering or through an effective registration statement. In consideration of the loan commitments~~customer, ~~the Company issued the lender 500,000 shares of common stock with a fair value of $25,000~~ (~~$.05 per share~~iii) ~~based on~~ the ~~most~~sales ~~recent cash offering~~ price ~~(See~~is ~~Notes~~fixed 2or determinable, and 5(iv). Oncollectability ~~April~~is ~~11,~~reasonably ~~2011 $30,000 plus accrued interest of $301 was repaid against all of the previously issued promissory notes~~assured.

OnResearch ~~September 14, 2011 a related party loaned $50,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 6%,~~ and ~~be demanded to be repaid on or after October 31, 2011. On October 15, 2012 the loan and accrued interest of $3,192 were repaid. (See note 5).~~Development

OnThe ~~December~~Company 2,follows ~~2011~~paragraph a730-10-25-1 ~~related~~of ~~party~~the ~~loaned~~FASB ~~$25,000~~Accounting toStandards ~~the~~Codification ~~Company~~(formerly ~~for~~Statement ~~operating~~of ~~expenses~~Financial Accounting Standards No. ~~The~~2 ~~Demand~~“Accounting ~~Promissory~~for ~~Note~~Research isand ~~unsecured,~~Development ~~carries~~Costs”) anand ~~interest~~paragraph ~~rate~~730-20-25-11 of ~~5%,~~the ~~and~~FASB beAccounting ~~demanded~~Standards toCodification be(formerly ~~repaid~~Statement ~~not~~of ~~before~~Financial ~~December~~Accounting ~~31,~~Standards ~~2011~~No. On68 ~~January~~“Research ~~18,~~and ~~2012~~Development ~~the~~Arrangements”) ~~loan~~for research and ~~accrued~~development ~~interest~~costs. Research ofand ~~$104~~development ~~were~~costs ~~repaid~~are charged to expense as incurred. Research ~~(See~~and ~~note~~development 5)costs consist primarily of remuneration for material and testing costs for research and development.

OnStock-Based ~~December~~Compensation ~~19, 2011 a related party loaned $25,000 to the Company~~ for ~~operating~~Obtaining ~~expenses.~~Employee The Demand Promissory Note is unsecured, carries an interest rate of 5%, and be demanded to be repaid not before December 31, 2011. On January 18, 2012 the loan and accrued interest of $161 were repaid. (See note 5).Services

OnThe ~~April~~Company ~~27,~~accounts ~~2012~~for aits ~~related~~stock ~~party~~based ~~loaned~~compensation ~~$10,000~~in towhich the Company ~~for~~obtains ~~operating~~employee ~~expenses.~~services ~~The~~in ~~Demand~~share-based ~~Promissory~~payment ~~Note~~transactions isunder ~~unsecured,~~the ~~carries~~recognition anand ~~interest~~measurement ~~rate~~principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6% of the FASB Accounting Standards Codification, ~~and~~all betransactions ~~demanded~~in towhich begoods ~~repaid~~or ~~not~~services ~~before~~are ~~May~~the 30consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, ~~2012~~whichever is more reliably measurable. The Onmeasurement ~~May~~date ~~10,~~used ~~2012~~to determine the ~~loan~~fair ~~and~~value ~~accrued~~of ~~interest~~the equity instrument issued is the earlier of ~~$21~~the ~~were~~date ~~repaid~~on which the performance is complete or the date on which it is probable that performance will occur. If ~~(See~~shares ~~note~~of 5the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

On July 31, 2012 a related party loaned $15,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 5%, and be demanded to be repaid on or after August 5, 2012 . On August 5, 2012 the loan and accrued interest of $F-10 ~~were repaid. (See note 5).~~

OnThe ~~August~~fair 6,value ~~2012~~of ashare ~~related~~options ~~party~~and ~~loaned~~similar ~~$4,000~~instruments ~~to the Company for operating expenses. The Demand Promissory Note~~ is ~~unsecured,~~estimated ~~carries~~on anthe ~~interest~~date ~~rate~~ of 3%grant .using Ona ~~October~~Black-Scholes ~~11,~~option-pricing ~~2012~~valuation ~~the~~model. The ~~loan~~ranges ~~and accrued interest~~ of ~~$22~~assumptions ~~were~~for ~~repaid.~~inputs ~~(See~~are ~~note~~as ~~5).~~follows:

On● ~~September~~Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) ~~2012~~of athe ~~related~~FASB ~~party~~Accounting ~~loaned~~Standards $5Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1,~~000~~ it may be appropriate to use the ~~Company~~simplified ~~for~~method, ~~operating~~i.e., ~~expenses~~expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The ~~Demand~~Company ~~Promissory~~uses ~~Note~~the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is ~~unsecured~~not practicable for the Company to estimate the expected volatility of its share price, ~~carries~~the anappropriate ~~interest~~industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of 3%quarterly dividends. OnAn ~~October~~entity ~~11,~~that ~~2012~~uses a method that employs different dividend rates during the ~~loan~~contractual term shall disclose the range of expected dividends used and ~~accrued~~the ~~interest~~weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of ~~$13~~projected ~~were~~dividend ~~repaid~~yield for periods within the expected term of the share options and similar instruments. ~~(See~~● ~~note~~Risk-free 5rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

10The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

OnEquity ~~September~~Instruments 14Issued ~~2012~~to aParties ~~related~~Other ~~party~~Than ~~loaned~~Employees ~~$7,500 to the Company~~ for ~~operating~~Acquiring ~~expenses.~~Goods ~~The~~or ~~Demand Promissory Note is unsecured, carries an interest rate of 3% . On October 11, 2012 the loan and accrued interest of $17 were repaid. (See note 5).~~Services

OnThe ~~September~~Company 25accounts ~~2012~~for aequity ~~related~~instruments ~~party~~issued ~~loaned~~to ~~$10,000~~parties toother ~~the~~than ~~Company~~employees for ~~operating~~acquiring ~~expenses.~~goods ~~The~~or ~~Demand~~services ~~Promissory~~under ~~Note~~guidance isof ~~unsecured,~~Sub-topic ~~carries~~505-50 ~~an interest rate~~ of ~~3% . On October 11, 2012~~ the ~~loan~~FASB ~~and~~Accounting ~~accrued~~Standards ~~interest~~Codification ~~of $16 were repaid.~~ (~~See~~“Sub-topic ~~note 5~~505-50”).

OnPursuant ~~November~~to 20ASC Section 505-50-30, ~~2012~~all atransactions ~~related~~in ~~party~~which ~~loaned~~goods ~~$15,000~~or toservices are the ~~Company~~consideration received for ~~operating~~the ~~expenses.~~issuance ~~The~~of ~~Demand~~equity ~~Promissory~~instruments ~~Note~~are isaccounted ~~unsecured~~for based on the fair value of the consideration received or the fair value of the equity instrument issued, ~~carries~~whichever anis ~~interest~~more ~~rate~~reliably measurable. The measurement date used to determine the fair value of 5%the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. AsIf shares of ~~June~~the 30Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), ~~2013~~or weekly or monthly price observations would generally be more appropriate than the ~~loan~~use ~~accrued~~of ~~interest~~daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of ~~$465~~consistent ~~(See~~trading ~~note~~in 5)the market.

On November 29, 2012 a related party loaned $7,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 5%. As of June 30, 2013 the loan accrued interest of $208. (See note 5).F-11

OnThe ~~December~~fair 7,value ~~2012~~of ashare ~~related~~options ~~party~~and ~~loaned~~similar ~~$10,000~~instruments tois ~~the~~estimated ~~Company~~on ~~for~~the ~~operating~~date ~~expenses.~~of ~~The~~grant ~~Demand~~using ~~Promissory~~a ~~Note~~Black-Scholes isoption-pricing ~~unsecured,~~valuation ~~carries an interest rate of 5%~~model. The Asranges of ~~June~~assumptions ~~30,~~for ~~2013~~inputs ~~the~~are ~~loan~~as ~~accrued interest of $285. (See note 5).~~follows:

On● ~~May~~Expected ~~21,~~term ~~2013~~of ashare ~~related~~options ~~party~~and ~~loaned~~similar ~~$5,000~~instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the ~~Company~~FASB ~~for~~Accounting ~~operating~~Standards ~~expenses~~Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The ~~Demand~~Company ~~Promissory~~uses ~~Note~~historical data to estimate holder’s expected exercise behavior. If the Company is ~~unsecured,~~a ~~carries~~newly anformed ~~interest~~corporation ~~rate~~or shares of ~~8%.~~the AsCompany ofare ~~June~~thinly ~~30,~~traded ~~2013~~the contractual term of the ~~loan~~share ~~accrued~~options ~~interest~~and similar instruments is used as the expected term of ~~$456.~~share ~~(See~~options ~~note~~and 5)similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

~~NOTE 4 STOCKHOLDERS'~~● ~~EQUITY /~~Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(~~DEFICIENCY~~f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

~~(A)~~● ~~Common~~Expected ~~Stock~~annual ~~Issued~~rate toof ~~Founders~~quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for ~~Cash~~periods within the expected term of the share options and similar instruments.

●

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

F-12

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended September 30, 2013 or 2012.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

There were no potentially outstanding dilutive shares for the interim period ended September 30, 2013 or 2012.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

F-13

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities". This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.

In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

F-14

Note 3 – Going Concern

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, the Company had a deficit accumulated during the development stage at September 30, 2013, a net loss and net cash used in operating activities for the interim period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue, however the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 - Asset Purchase Acquisition

On September 6, 2011, the Company acquired 100% of the common stock of Bio Balance Corp and its subsidiary Bio Balance LLC from New York Health Care, Inc for (i) $300,000 in cash, (ii) 393,391 shares of its common stock valued at $150,000 based on the fair value on the date of the grant, and (iii) a note payable for $100,000, to be paid in three equal installments of $33,333.33 with the first installment due on September 6, 2012, and annually thereafter, with the last payment due no later than September 6, 2014. This note accrues interest at 5% per annum.

The Company accrued $3,792 of interest expense for the nine months ended September 30, 2013 and 2012, respectively.

Purchase price	$	550,000
Patents	$	93,644
Goodwill		481,353
Less: Assumption of Accounts Payable		(24,997)
Total assets acquired	$	550,000

Note 5 - Patents

Patents, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2013			December 31, 2012

Patents	$	106,335		$	106,335

Accumulated amortization		(21,306	)		(17,615	)

	$	85,029		$	88,720

F-15

(i) Amortization Expense

Amortization expense was $3,691 and $3,693 for the interim period ended September 30, 2013 and 2012, respectively.

(ii) Impairment

The Company completed the annual impairment test of patents and determined that there was no impairment as the fair value of patents, substantially exceeded their carrying values at December 31, 2012.

Note 6 – Website Development Costs

Website development costs, stated at cost, less accumulated amortization, consisted of the following:

	September 30, 2013			December 31, 2012

Website development costs	$	3,145		$	3,145

Accumulated amortization		(2,621	)		(1,834	)

	$	524		$	1,311

(i) Amortization Expense

Amortization expense was $787 and $786 for the interim period ended September 30, 2013 and 2012, respectively.

(ii) Impairment

The Company completed the annual impairment test of website development costs and determined that there was no impairment as the fair value of patents, substantially exceeded their carrying values at December 31, 2012.

Note 7 - Notes Payable

January 11, 2012 loan agreement

On January 11, 2012, the Company entered into a loan agreement for $100,000, in total, and issued a 5% promissory note for first $50,000 to the lender on January 19, 2012. In consideration of the loan, the Company issued the lender 500,000 shares of common stock valued at $95,000 ($0.19 per share) based on the most recent cash offering price at the date of issuance. An additional 5% promissory note for $25,000 was issued on February 1, 2012. The final 5 % promissory note for $25,000 was issued on March 14, 2012. The notes were extended from their original due dates to May 1, 2013 with the issuance of 500,000 shares of Company’s common stock, valued at $6,000, the fair value on the date of issuance, February 1, 2013.

The principal and accrued interest on the above notes is currently in default.

F-16

May 10, 2012 loan agreement

On May 10, 2012, the Company entered into a loan agreement for $50,000 and issued a 5% promissory note to the lender. In consideration of the loan, the Company issued the lender 250,000 shares of common stock valued at $12,500 ($0.05 per share) based on the most recent cash offering price at the date of issuance. The note was extended from its original due date to May 1, 2013 with the issuance of 150,000 shares of Company common stock, valued at $3,000, its fair value on the date of issuance, January 15, 2013. The principal and accrued interest is currently in default. The note can be converted at $0.05 per share, the fair value price per share on the date of issuance of the note.

July 31, 2012 loan agreement

On July 31, 2012, the Company entered into an unsecured loan agreement for a series of loans up to an aggregate of $250,000 and borrowed an initial $15,000 and issued a 6% promissory notes to the lender on August 1, 2012. The principal and accrued interest is due and payable on February 1, 2013.

An additional 6 % promissory note for $30,000 was issued on October 11, 2012. The principal and accrued interest is due and payable on April 11, 2013.

An additional 6 % promissory note for $55,000 was issued on October 15, 2012. The principal and accrued interest is due and payable on April 15, 2013.

The principal and accrued interest on the above notes is currently in default.

In consideration of the loan commitments, the Company issued the lender 1,000,000 shares of common stock valued at $110,000 ($0.11 per share) based on the most recent cash offering price at the date of issuance.

The company did not borrow additional funds from the lender under the agreement and the commitment to fund additional loans expired on November 30, 2012.

Note 8 - Commitments and Contingencies

On January 12, 2011, the Company entered into a letter of intent with Universal Stabilization Technologies, Inc. (“UST”) pursuant to which it was granted a right of first refusal until May 15, 2012 to enter into a definitive license agreement for the exclusive, world-wide license to UST’s intellectual property for the preservation/stabilization of E. coli probiotic bacteria. The license is intended to specifically cover E. coli bacteria when used as a probiotic and exclude use as a system for delivering vaccine materials to the gastrointestinal tract.

On May 15, 2011, the company entered into a one-year development agreement for UST to conduct suitability studies and protocols to produce data demonstrating the suitability of its stabilization technology to produce a thermostable, commercially viable formulation of an E. coli probiotic satisfying their specifications. It was contemplated that during such one-year development project the Company would make monthly payments of at least CAD$8,333 (which amount may be increased depending on the scope of the work). The Company’s right to enter into a definitive license agreement with UST will terminate if it fails to make such monthly payments.

On January 30, 2013 the Company issued the 200,000 shares of its common stock to UST valued at $2,000 their fair market value on the date of issuance. In addition, the Company will be obligated to pay UST CAD$50,000 for each new patent granted, minimum annual license payments of CAD$25,000 until the first FDA approval of the BLA and CAD$50,000 following the approval of the BLA, with annual payments increasing by CAD$25,000 thereafter to a maximum of CAD$100,000 for a orphan drug and CAD$150,000 for a drug for a larger indication market. The Company will also be required to make royalty payments of up to 3% on net sales of the licensed products sold by us or our sublicenses. The Company’s right to sublicense under the license agreement is subject to UST’s approval, which will not be unreasonably withheld. In the event that the Company receives other than cash consideration from a sublicense, it will be required to pay 20% of the fair market value of such consideration to UST and in the case of equity, 20% of shares issued.

All amounts required to be paid to UST by the Company will be made in Canadian dollars at UST’s request. The Company will be required to cover any currency conversion and bank transfer costs up to 1% of the total payment. During the nine months ended September 30, 2013 the company made payments to UST totaling $28,995 Dollars.

F-17

Note 9 - Stockholders' Equity / (Deficit)

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is One Hundred and Fifty Million (150,000,000) shares of which One Hundred and Fifty Million (150,000,000) shares shall be Common Stock, par value $.0001 per share.

In October 2009, the Company amended its Articles of Incorporation to increase its authorized shares to One Hundred and Fifty-Five Million (155,000,000) shares which shall consist of 150,000,000 shares of common stock with a par value of $.0001 and 5,000,000 shares of preferred stock with a par value of $.0001 with rights and preferences to be determined by the Board of Directors.

Sale of Common Stock

In September 2009 the Company sold a total of 10,300,000 shares of common stock to four founders for $1,030 ($.0001 per share).

(B) Common Stock Issued for Cash

In 2009, the Company sold a total of 15,700,000 shares of common stock to 55 individuals for cash of $47,080 and a subscription receivable of $20 ($.003 per share). Cash of $20 was collected during the year ended December 31, 2010.

During the ~~six~~three months ended ~~June~~ ~~30,~~March ~~2013~~31, 2011 the Company sold a total of 18,~~750~~500,000 shares of common stock to 3 ~~entities~~individuals for cash of $11425,000 ($0.0105 per share).

OnIssuance ~~September 6, 2011, the Company issued 393,391 share~~ of ~~common~~Common ~~stock~~Stock ~~as part of an asset purchase acquisition of Bio Balance Corp and its subsidiary Bio Balance LLC from New York Health Care. In addition $300,000 in cash was paid~~ to ~~New~~Parties ~~York~~Other ~~Health~~Than ~~Care~~Employees ~~and a Note Payable was issued~~ for ~~$100,000~~Acquiring toGoods ~~New~~or York Health Care to be paid in three equal installments of $33,333.33 with the first installment due on September 6, 2012, and the annually thereafter with the last payment due no later than September 6, 2014. This note accrues interest at a rate of 5% per annum and $2,514 of interest expense was recognized for the six months ended June 30, 2013.Services

On January 7, 2011 the Company issued 500,000 shares of common stock to a related party valued at ($.05 per share) the most recent cash offering price, as a loan commitment fee. The commitment ends on September 7, 2011. The Company is amortizing the value over the term of the commitment.

On January 11, 2012 the Company issued 500,000 shares of common stock valued at ($.19 per share) the most recent cash offering price, as a loan commitment fee. The commitment ends on October 1, 2012. The Company is amortizing the value over the term of the commitment.

On May 10, 2012 the Company issued 250,000 shares of common stock valued at ($.05 per share) the most recent cash offering price, as a loan commitment fee. The commitment ends on November 10, 2012. The Company is amortizing the value over the term of the commitment.

On July 31 , 2012 the Company issued 1,000,000 shares of common stock valued at ($.11 per share) the most recent cash offering price, as a loan commitment fee. The commitment ends on the six months anniversary or earlier from the proceeds of a capital raise. The Company is amortizing the value over the term of the commitment

On January 12, 2011, the Company entered into a letter of intent with UST pursuant to which it was granted a right of first refusal until May 15, 2012 to enter into a definitive license agreement for the exclusive, world-wide license to UST’s intellectual property for the preservation/stabilization of E. coli probiotic bacteria. The license is intended to specifically cover E. coli bacteria when used as a probiotic and exclude use as a system for delivering vaccine materials to the gastrointestinal tract.

As of June 30, 2013 the period for the Company to enter into a License agreement was extended to September 30, 2013. No payments will be made for months of January to August 2013. On January 30, 2013 in lieu of payments for these months the company issued 200,000 shares of its common stock par value $0.001 in favor of Universal Stabilization Technologies, Inc.

On January 11, 2012, the Company entered into a letter agreement to loan the company for $100,000. The first 5% promissory note for $50,000 was issued on January 16, 2012. The second 5% promissory note for $25,000 was issued on February 1, 2012. The third and final 5% promissory note for $25,000 was issued on March 14, 2012.The principal and accrued interest under the notes are due and payable on May 1, 2013and is currently in default. In consideration of the loan, On February 1, 2013 the Company issued the lender 500,000 shares of common stock with a fair value of $6,000 ($.012 per share) based on the most recent cash offering price

On January 11, 2012, the Company entered into a letter agreement to loan the company for $50,000. The 5% promissory note for $50,000 was issued May 10, 2012. In consideration of the loan, On January 15, 2013 the Company issued the lender 150,000 shares of common stock with a fair value of $3,000 ($.02 per share) based on the most recent cash offering price

(D) Imputed Compensation

During the six months ended June 30, 2013 and 2012, an individual contributed services to the Company at a fair value of $0 and $0 respectively.

(E)Stock Issued for Services

In May 2010 Company issued 20,000 shares of common stock to an outside vendor for services with a fair value of $60 ($.003 per share), based on a recent cash offering price.

12On January 7, 2011 the Company issued 500,000 shares of common stock to a related party valued at ($.05 per share) the most recent cash offering price at the date of issuance, as a loan commitment fee. The commitment ended on September 7, 2011with the Company amortizing the value over the term of the commitment.

~~(F)~~On ~~Preferred~~September ~~Stock~~6, 2011, the Company issued 393,391 share of common stock as part of an asset purchase acquisition of Bio Balance Corp and its subsidiary Bio Balance LLC from New York Health Care.

InOn ~~October~~January ~~2009~~11, 2012 the Company ~~amended~~issued ~~its~~500,000 ~~Articles~~shares of ~~Incorporation~~common tostock ~~increase~~valued ~~its~~at ~~authorized~~($.19 ~~shares~~per toshare) ~~155,000,000~~the ~~shares~~most ~~which~~recent ~~shall~~cash ~~consist~~offering ofprice ~~150,000,000~~at ~~shares~~the date of ~~common~~issuance, ~~stock~~as ~~with~~ a ~~par~~loan ~~value~~commitment ~~of $~~fee.~~0001~~ ~~and~~The ~~5,000,000~~commitment ~~shares~~ended ofon ~~preferred~~October ~~stock~~1, ~~with~~2012 ~~a par value of $.0001~~ with ~~rights~~the ~~and~~Company ~~preferences~~is toamortizing bethe ~~determined~~value byover the ~~Board~~term of ~~Directors~~the commitment.

~~NOTE~~On ~~5 RELATED~~May ~~PARTY~~10, ~~TRANSACTIONS~~2012 the Company issued 250,000 shares of common stock valued at ($.05 per share) the most recent cash offering price at the date of issuance, as a loan commitment fee. The commitment ended on November 10, 2012 with the Company is amortizing the value over the term of the commitment.

On ~~March~~July 2331, ~~2009~~2012 athe ~~related~~Company ~~party~~issued ~~loaned $3~~1,~~500~~000,000 toshares ~~the~~of ~~Company~~common ~~for~~stock ~~initial~~valued ~~start-up~~at ~~costs~~($.11 ~~The~~per ~~loan~~share) isthe ~~unsecured,~~most ~~carries~~recent ancash ~~interest~~offering ~~rate~~price at the date of 5%issuance, ~~and~~as ~~matured~~a onloan ~~February~~commitment ~~28, 2010~~fee. AsThe ofcommitment ~~December~~ends ~~31,~~on ~~2009~~ the ~~Company~~nine ~~recorded~~month ~~accrued~~anniversary ~~interest~~or earlier from the proceeds of ~~$135~~a capital raise. InThe ~~February~~Company ~~2010,~~is amortizing the ~~loan~~value ~~and~~over ~~accrued~~the ~~interest~~term of ~~$151~~the ~~was repaid.~~commitment

On ~~August~~January 1715, ~~2010~~2013, athe ~~related~~Company ~~party~~issued ~~loaned $5~~150,000 toshares ~~the~~of ~~Company~~its ~~for~~common ~~initial~~stock ~~start-up~~to ~~costs.~~the ~~The~~holder ~~loan~~of isthe ~~unsecured,~~notes ~~carries~~from anthe ~~interest~~May ~~rate~~10, of2012 ~~5%,~~loan ~~and~~agreement ~~originally~~for ~~matures~~the onextension ~~November~~of ~~15,~~these ~~2010,~~notes ~~which~~from ~~was~~their ~~extended~~original ~~until~~due ~~February~~dates to May 1, ~~2011~~2013. AsThe ofcommon ~~December~~stock ~~31,~~was ~~2010~~valued at $3,000, the ~~Company~~fair ~~recorded~~value ~~accrued~~on ~~interest~~the date of ~~$93~~issuance. OnThe ~~January~~Company ~~10,~~amortized ~~2010~~the value of the ~~loan~~extension ~~and~~over ~~accrued~~the ~~interest~~term of ~~$21~~the ~~were repaid~~extension.

On ~~October~~January 2230, ~~2010~~2013 athe ~~related~~Company ~~party~~issued ~~loaned $5~~200,000 toshares ~~the~~of ~~Company~~its ~~for~~common ~~operating~~stock ~~expenses.~~to ~~The~~UST ~~loan~~valued isat ~~unsecured~~$2,000 ~~carries~~their anfair ~~interest~~market ~~rate~~value ~~of 5%, and matures~~ on ~~January 15, 2011. As of December 31, 2010~~ the ~~Company~~date ~~recorded accrued interest~~ of ~~$45.~~issuance Onfor ~~January 10, 2010~~ the ~~loan~~suspension ~~and accrued interest~~ of ~~$21~~license ~~were~~fee ~~repaid~~payments.

On ~~November~~February 241, ~~2010~~2013, athe ~~related~~Company ~~party~~issued ~~loaned $2~~500,000 shares of its common stock to the ~~Company~~holder ~~for~~of ~~operating~~the ~~expenses.~~notes ~~The~~from ~~loan~~the isJanuary ~~unsecured~~31, ~~carries~~2012 anloan ~~interest~~agreement ~~rate~~for the extension of ~~5%,~~these ~~and~~notes ~~matures~~from ontheir original due dates to May 231, ~~2011~~2013. AsThe ofcommon ~~December~~stock ~~31,~~was ~~2010~~valued at $6,000, the ~~Company~~fair ~~recorded~~value ~~accrued~~on ~~interest~~the date of ~~$10On~~issuance. ~~January~~The ~~10,~~Company ~~2010~~amortized the ~~loan~~value ~~and~~of ~~accrued~~the ~~interest~~extension ofover $8the ~~were~~term ~~repaid~~of the extension.

On September 14, 2011 a related party loaned $50,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 6%, and be demanded to be repaid on or after October 31, 2011. On October 15, 2012 the loan and accrued interest of $3,192 were repaid.F-18

~~On December 2, 2011 a related party loaned $25,000 to the Company for operating expenses. The Demand Promissory~~ Note 10 is- Related ~~unsecured,~~Party ~~carries an interest rate of 5%, and be demanded to be repaid not before December 31, 2011. On January 18, 2012 the loan and accrued interest of $104 were repaid.~~Transactions

OnNotes ~~December~~Payable ~~19,~~– ~~2011~~Related a related party loaned $25,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 5%, and be demanded to be repaid not before December 31, 2011. On January 18, 2012 the loan and accrued interest of $161 were repaid.Parties

On ~~April~~September 276, ~~2012~~2011 a related party loaned $10100,000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at ~~of 6~~5%, ~~and~~per beannum, ~~demanded~~and tois becurrently ~~repaid~~in ~~not~~default. ~~before~~As ~~May~~of September 30, ~~2012.~~2013 ~~On May 10, 2012~~ the ~~loan~~note ~~and~~has accrued interest of $~~21 were repaid~~10,486.

On ~~July~~November 3120, 2012 a related party loaned $15,000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at of 5%, ~~and~~per beannum, ~~demanded~~and tois bedue ~~repaid~~ on ~~or after August 5, 2012~~ demand. OnAs ~~August~~of 5September 30, ~~2012~~2013 the ~~loan~~note ~~and~~has accrued interest of $~~10 were repaid~~656.

On ~~August~~November 629, 2012 a related party loaned $47,000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at ~~of 3~~5%, per annum, and is due on demand. OnAs ~~October~~of 11September 30, ~~2012~~2013 the ~~loan~~note ~~and~~has accrued interest of $~~22 were repaid~~298.

On ~~September~~December 107, 2012 a related party loaned $510,000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at ~~of 3~~5%, per annum, and is due on demand. OnAs ~~October~~of 11September 30, ~~2012~~2013 the ~~loan~~note ~~and~~has accrued interest of $~~13 were repaid~~413.

13On February 19, 2013 a related party loaned $1,000 to the Company for operating expenses. The note is unsecured, bears interest at 3%, per annum, and is due on demand. As of September 30, 2013 the note has accrued interest of $19.

On ~~September~~March 1411, ~~2012~~2013 a related party loaned $710,~~500~~000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at of 3%, per annum, and is due on demand. OnAs ~~October~~of 11September 30, ~~2012~~2013 the ~~loan~~note ~~and~~has accrued interest of $~~17 were repaid~~170.

On ~~September~~March 2519, ~~2012~~2013 a related party loaned $102,000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at of 3%, per annum, and is due on demand. OnAs ~~October~~of 11September 30, ~~2012~~2013 the ~~loan~~note ~~and~~has accrued interest of $~~16 were repaid~~33.

On ~~November~~May 2021, ~~2012~~2013 a related party loaned $155,000 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at ~~of 5~~8%, per annum, and is due on demand. As of ~~June~~September 30, 2013 the ~~loan~~note has accrued interest of $~~465~~148. ~~(See note 3).~~

On ~~November~~September 291, ~~2012~~2013 a related party loaned $72,~~000~~500 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at ~~of 5~~8%, per annum, and is due on demand. As of ~~June~~September 30, 2013 the ~~loan~~note has accrued interest of $~~208~~17. ~~(See note 3).~~

On ~~December~~September 73, ~~2012~~2013 a related party loaned $~~10,000~~369 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at ~~of 5~~8%, per annum, and is due on demand. As of ~~June~~September 30, 2013 the ~~loan~~note has accrued interest of $~~285~~2. ~~(See note 3).~~

On ~~May~~September 2125, 2013 a related party loaned $~~5,000~~800 to the Company for operating expenses. The ~~Demand~~note ~~Promissory Note~~ is unsecured, ~~carries~~bears an interest ~~rate~~at of 8%, per annum, and is due on demand. As of ~~June~~September 30, 2013 the ~~loan~~note has accrued interest of $~~456~~1. ~~(See note 5).~~

~~NOTE~~Note ~~6 COMMITMENTS~~11 ~~AND~~- ~~CONTINGENCIES~~Subsequent Events

OnThe ~~January 12, 2011, the~~ Company ~~entered~~has ~~into~~evaluated aall ~~letter~~events ofthat ~~intent~~occur ~~with~~after ~~UST~~the ~~pursuant~~balance tosheet ~~which~~date itthrough ~~was~~the ~~granted~~date awhen ~~right~~the offinancial ~~first~~statements ~~refusal~~were ~~until~~issued ~~May 15, 2012~~ to ~~enter~~determine ~~into~~if athey ~~definitive~~must ~~license~~be ~~agreement for the exclusive, world-wide license to UST’s intellectual property for the preservation/stabilization of E~~reported. ~~coli probiotic bacteria.~~ The ~~license~~Management isof ~~intended~~the toCompany ~~specifically~~determined ~~cover~~that E.there ~~coli~~were ~~bacteria~~no ~~when~~reportable ~~used~~subsequent asevents ~~a probiotic and exclude use as a system for delivering vaccine materials~~ to ~~the~~be ~~gastrointestinal tract~~disclosed.

~~On May 15, 2011, the company entered into a one~~F-year development agreement for UST to conduct suitability studies and protocols to produce data demonstrating the suitability of its stabilization technology to produce a thermostable, commercially viable formulation of an E. coli probiotic satisfying their specifications. It is contemplated that during such one-year development project the Company will make monthly payments of at least CA$8,333 (which amount may be increased depending on the scope of the work). From January 15, 2011 to May 15, 2012 UST will not negotiate with, or entertain or consider offers from, any third party with respect to the same terms of the letter of intent. The Company’s right to enter into a definitive license agreement with UST will terminate if it fails to make such monthly payments.19

The letter of intent provides that the Company will negotiate in good faith with UST to enter into a license agreement by May 15, 2012 for the exclusive, worldwide license to develop, manufacture, use, sublicense, market and sell UST’s patents, patent applications, know-how and trade secrets relating to its preservation/stabilization of E. coli bacteria. Such agreement will expire on the later of (i) 20 years or (ii) the last to expire patent included in the licensed intellectual property. On May 14, 2012 the period for the Company to enter into a License agreement was extended to August 15, 2012. On August 15, 2012 the period for the Company to enter into a License agreement was extended to October 15, 2012. As of October 15, 2012 the period for the Company to enter into a License agreement was extended to December 15, 2012. As of December 31, 2012 the period for the Company to enter into a License agreement was extended to April 30, 2013. As of August 1, 2013 the period for the Company to enter into a License agreement was extended to September 30, 2013.No payments will be made for months of January to August 2013. In lieu of payments for these months the company has agreed to issue 200,000 shares of its common stock par value $0.001 in favor of Universal Stabilization Technologies, Inc.

On January 30, 2013 the Company issued 100,000 shares of our common stock to UST and to pay CA$75,000 as license issue and technology transfer fees. In addition, the Company will be obligated to pay UST CA$50,000 for each new patent granted, minimum annual license payments of CA$25,000 until the first FDA approval of the BLA and CA$50,000 following the approval of the BLA, with annual payments increasing by CA$25,000 thereafter to a maximum of CA$100,000 for a orphan drug and CA$150,000 for a drug for a larger indication market. The Company will also be required to make royalty payments of up to 3% on net sales of the licensed products sold by us or our sublicenses. The Company’s right to sublicense under the license agreement is subject to UST’s approval, which will not be unreasonably withheld. In the event that the Company receives other than cash consideration from a sublicense, it will be required to pay 20% of the fair market value of such consideration to UST and in the case of equity, 20% of shares issued.

All amounts required to be paid to UST by the Company will be made in Canadian dollars at UST’s request. The Company will be required to cover any currency conversion and bank transfer costs up to 1% of the total payment. During the six months ended June 30, 2013 the company made payments to UST totaling $28,995 US Dollars.

NOTE 7 NOTES PAYABLE

On January 11, 2012, the Company entered into a loan agreement for $100,000 and issued the initial 5% promissory note for $50,000 to the lender on January 19, 2012. The principal and accrued interest under the note is due and payable on July 16, 2012 which has been extended to September 15, 2012 and has a conversion feature. An additional 5 % promissory note for $25,000 was issued on February 1, 2012. The principal and accrued interest are due and payable on August 1, 2012 which has been extended to October1, 2012.The final 5 % promissory note for $25,000 was issued on March 14, 2012. The principal and accrued interest are due and payable on September 14, 2012, with an extension issued to May 1 2013, and are currently in default. In consideration of the loan, the Company issued the lender 500,000 shares of common stock with a fair value of $95,000 ($.19 per share) based on the most recent cash offering price.

On May 10, 2012, the Company entered into a loan agreement for $50,000 and issued a 5% promissory note to the lender. The principal and accrued interest under the note is due and payable on November 10, 2012 which was extended to May 1, 2013, which is currently in default and has a conversion feature . In consideration of the loan, the Company issued the lender 250,000 shares of common stock with a fair value of $12, 500 ($.05 per share) based on the most recent cash offering price.

On July 31, 2012, the Company entered into an unsecured loan agreement for a series of loans up to an aggregate of $250,000 and borrowed an initial $15,000 and issued 6% promissory notes to the lender on August 1, 2012. The principal and accrued interest under the note is due and payable on the six months anniversary or earlier from the proceeds of a capital raise. An additional 6 % promissory note for $30,000 was issued on October 11, 2012. The principal and accrued interest are due and payable on April 11, 2013. An additional 6 % promissory note for $55,000 was issued on October 15, 2012. The principal and accrued interest are due and payable on April 15, 2013.In consideration of the loan commitments, the Company issued the lender 1,000,000 shares of common stock with a fair value of $110,000 ($.11 per share) based on the most recent cash offering price .The company did not borrow additional funds from the lender under the agreement and the commitment to fund additional loans expired on November 30, 2012.

On October 5, 2012 an unrelated party loaned $2,500 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 3%.The note was repaid with interest on October 11, 2012.

On February 19 2013 an unrelated party loaned $1,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 3%. As of June 30, 2013 the loan accrued interest of $11.

On March 11, 2013 an unrelated party loaned $10,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 3%. As of June 30, 2013 the loan accrued interest of $93.

On March 19 2013 an unrelated party loaned $2,000 to the Company for operating expenses. The Demand Promissory Note is unsecured, carries an interest rate of 3%. As of June 30, 2013 the loan accrued interest of $17.

NOTE 8 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, a net loss of $1,289,095 from inception, used cash in operations from inception of $464,985. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 9 SUBSEQUENT EVENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this Form 10-Q, references to “Enterologics,” the “Company,” “we,” “our” or “us” refer to Enterologics, Inc. unless the context otherwise indicates.

Forward-Looking Statements

The following discussion and analysis and results of operations should be read in conjunction with our unaudited financial statements and accompanying notes and the other financial information which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which 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.

For a description of such risks and uncertainties, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission on April 11, 2012. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Business Overview

We are an early stage company with plans to engage in the development of proprietary probiotic bio-therapeutic products for the treatment of various gastrointestinal disorders. We intend to market these products as FDA approved prescription drugs.

In May 2011 we entered into a development agreement with Universal Stabilization Technologies, Inc., a Delaware company (“UST”) to evaluate its probiotic stabilization technology. We have a right of first refusal to enter into a license agreement with UST for a unique preservation/stabilization bacterial “vitrification” process that we believe is superior to conventional freeze-drying techniques and can be applied to a wide variety of bacterial strains, rendering them in a state of “suspended animation” until they are administered. We currently plan to exercise our right to license the UST preservation technology provided that we have the necessary financing to do so and the technology performs as expected during our evaluation period. We have the right, pursuant to the letter of intent with UST, and subsequent extensions of the term of the right of first refusal, to enter into a license agreement until ~~September~~December 3031, 2013.

17The term of the right of first refusal was previously extended on May 4, 2012, August 15, 2012 and on October 15th 2012 through December 31, 2012, in exchange for continued monthly payments of CA $8333.33. On December 31, 2012, the term was extended through April 30, 2013. In lieu of cash payments for the months of January through April 2013, the Company agreed to issue the amount of 200,000 shares of its common stock par value $0.0001 in favor of Universal Stabilization Technologies, Inc. On August 15, 2013 the term of the right of refusal was extended until September 30, 2013 and as of September 30, 2013 was again extended until December 31, 2013. All other terms and conditions remained the same.

The term of the right of first refusal was previously extended on May 4, 2012, August 15, 2012 and on October 15th 2012 through December 31, 2012, in exchange for continued monthly payments of CA $8333.33. On December 31, 2012, the term was extended through April 30, 2013. In lieu of cash payments for the months of January through April 2013, the Company agreed to issue the amount of 200,000 shares of its common stock par value $0.0001 in favor of Universal Stabilization Technologies, Inc. On August 15, 2013 the term of the right of refusal was extended until September 30, 2013. All other terms and conditions remained the same.21

Upon execution of the license agreement, we will be required to issue 100,000 shares of our common stock to UST and to pay CA$75,000 as license issue and technology transfer fees. In addition, we will be obligated to pay UST CA$50,000 for each new patent granted, minimum annual license payments of CA$25,000 until the first FDA approval of the BLA and CA$50,000 following the approval of the BLA, with annual payments increasing by CA$25,000 thereafter to a maximum of CA$100,000 for a orphan drug and CA$150,000 for a drug for a larger indication market. We will also be required to make royalty payments of up to 3% on net sales of the licensed products sold by us or our sublicensees. Our right to sublicense under the license agreement is subject to UST’s approval, which will not be unreasonably withheld. In the event we receive other than cash consideration from a sublicense, we will be required to pay 20% of the fair market value of such consideration to UST and in the case of equity, 20% of shares issued. All amounts required to be paid to UST by us will be made in Canadian dollars at UST’s request. We will be required to cover any currency conversion and bank transfer costs up to 1% of the total payment.

There are no assurances that UST’s technology will perform as expected. If such technology fails to perform to our expectations, we may not enter into a license agreement with UST or if such technology performs, there can be no guarantee that we will have the resources to enter into a license agreement with UST and we may lose all of the payments made to UST.

On September 6, 2011, we completed our acquisition of all of the shares of BioBalance Corp., a Delaware corporation (“BioBalance”), and its wholly owned subsidiary BioBalance LLC from New York Health Care, Inc., a New York corporation (the “Seller”), the sole owner of BioBalance, pursuant to a stock purchase agreement entered into on June 20, 2011 (the “Stock Purchase Agreement”). In connection with the completion of the acquisition and in consideration for the shares acquired, the Company paid the Seller $300,000 in cash at closing and issued to the Seller (i) 393,391 shares of its common stock with a fair value of $150,000 and (ii) a three-year promissory note in the original principal amount of $100,000 (the “Note”). The Note bears interest at the rate of 5% per annum, payable semi-annually, with the principal amount payable in three equal annual installments of $33,333.33 commencing on September 6, 2012. In connection with the acquisition, we assumed $25,000 of certain liabilities of BioBalance.

This acquisition provides us with the intellectual property to develop and test biotherapeutic agents for the treatment of various gastrointestinal disorders.

AsBased aupon ~~result of our~~ limited financial resources, we evaluated our patent portfolio and permitted certain patents and foreign patent applications to lapse. ~~Notwithstanding,~~ weWe believe that the intellectual property related to UST’s probiotic stabilization technology, should we enter into a license agreement with UST, will provide supplemental protection for the probiotic E. coli products we intend to develop.

Results of Operations

Comparison of ~~Three~~Nine Months Ended ~~June~~September 30, 2013 and 2012:

Revenues

The Company did not generate any revenues for the ~~three~~nine months ended ~~June~~September 30, 2013 or for the three months ended ~~June~~September 30, 2012.

Total Operating Expenses

During the three months ended ~~June~~September 30, 2013, total operating expenses were $65,~~866~~104, ~~which includes~~ $~~1,023~~411 for general and administrative expenses, $43,~~350~~200 professional fees and $1,493 for amortization expenses, as compared to total operating expenses ~~during~~of $49,578 for the three months ended ~~June~~September 3031, 2012 ~~were $59~~,~~143,~~ which ~~includes~~expenses included $1526,~~310~~829 for ~~professional~~research ~~fees~~and development, $289,~~835~~756 for ~~research~~general and ~~development~~administrative expenses, $64,~~000~~500 ~~for~~of ~~consulting~~professional fees, ~~general~~consulting ~~and~~fees ~~administrative expenses~~ of $7,~~505,~~000 and $1,493 for amortization expense. The decrease in total operating expenses of $5244,~~277~~474 represents a decrease of approximately 8889.7%, primarily as a result of noour decrease in research and development ~~costs during the current quarter~~expenses.

Net loss

For the three months ended ~~June~~September 30, 2013, net loss was $67,~~866,~~856 as compared with net loss for the three months ended ~~June~~September 30, ~~2012~~ of $12163,~~501~~733, which represents ana decrease of $5155,~~635~~877, or approximately 4595%.

Comparison of Six Months Ended June 30, 2013 and 2012:

Revenues

The Company did not generate any revenues for the six months ended June 30, 2013. or for the six months ended June 30, 2012.

Total Operating Expenses

During the six months ended June 30, 2013, total operating expenses were $30,736, which includes $10,967 for research and development, $5,143 for general and administrative expenses, $3,000 of consulting fees, $8,640 professional fees and $2,986 for amortization expenses, as compared to total operating expenses during the six months ended June 30, 2012 of $114,619, which includes $26,748 for professional fees, $57,830 for research and development, $13,000 for consulting fees, general and administrative expenses of $14,055, and $2,986 for amortization expense. The decrease in total operating expenses of $83,883 represents a decrease of approximately 73%, primarily as a result of our decrease in research and development and professional costs.

Net loss

For the six months ended June 30, 2013., net loss was $52,419 compared with net loss for the six months ended June 30, 2012 of $$65,315, which represents an decrease of $12,896, or approximately 20%.

Liquidity and Capital Resources

As of ~~June~~September 30, 2013, we had no cash or cash equivalents. On ~~June~~September 30, 2013, our total current liabilities were $~~414~~400,~~783~~335. We had a stockholders’ deficiency of $~~394~~404,~~405~~850 at ~~June~~September 30, 2013.

There were three Demand Notes issued in the quarter ended September 30, 2013. All Notes were issued to Lisa Grossman, an officer and affiliate of the Company. On September 1, 2013, a Note in the amount of $2,500. On September 3, 2013 a Note in the amount of $369 and on September 25, 2013 a Note in the amount of $800 was issued. Each of the Demand Notes carries interest at the rate of 8% per anum and is callable any time after December 31, 2013. We currently have no other agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Going Concern Consideration

The Company is a development stage company with no operations. For the period September 2, 2009 (inception) through ~~June~~September 30, 2013, the Company had a net loss of $1,~~005~~296,~~086~~540. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The Company believes that it will need approximately $1900,000~~,000~~ to fund its expenses and execute its business plan over the next twelve months. There can be no assurance that additional capital will be available to us or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund and develop our business.

Critical Accounting Estimates and Recently Issued Accounting Standards

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to select and apply accounting policies that best provide the framework to report the results of operations and financial position. The selection and application of those policies requires management to make difficult, subjective and/or complex judgments concerning reported amounts of revenue and expenses during the reporting period and the reported amounts of assets and liabilities at the date of the financial statements. As a result, there exists the likelihood that materially different amounts would be reported under different conditions or using different assumptions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Rule 229.10(f) (1), we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of ~~June~~September 30, 2013, the end of the period covered by this report and have concluded that our disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a full time accountant with adequate and relevant experience in conforming financial statements with generally accepted accounting principles in the United States (“GAAP”); (2) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our officers in connection with the review of our financial statements as of ~~June~~September 30, 2013. Management believes any of the matters noted above could result in a material misstatement in our financial statements ~~in future periods~~.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

In order to mitigate the foregoing material weaknesses, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to GAAP. This outside accounting consultant is a certified public accountant and has significant experience in the preparation of financial statements in conformity with GAAP. We believe that the engagement of this consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff for the foreseeable future. We believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We still plan to appoint one or more outside directors to our board of directors who will be appointed to an audit committee resulting in a full functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management. Management believes that the appointment of one or more outside directors, who will be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented with the next 12 months. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2013.

Changes in Internal Controls over Financial Reporting

During the quarter ended ~~June~~September 30, 2013, there was no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 1A.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Item 2. Unregistered Sale of Securities and Use of Proceeds

~~None.~~No securities were issued in the quarter ended September 30, 2013

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other information

~~On August 19, 2013, Lawrence Levitan, our Treasurer and a director of our company since its inception, resigned from all his positions with the Company~~None. Said resignation was as a result of time constraints resulting from his other duties. The Company is not aware of any disagreements between Dr. Levitan and any other officer or director of the Company. We are providing Dr. Levitan with a copy of this report concurrent with this filing. Should any subsequent communications with Dr. Levitan regarding his decision to resign reveal any disagreement between him and the Company, the Board of Directors or any executive officer of the Company regarding our operations, policies or practices, we will amend this report accordingly to disclose any such disagreement.

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Item 6. Exhibits

Exhibit No.		Description
10.24		Note issued September 1, 2013 in the amount of $2,500 to Lisa Grossman.
10.25		Note issued September 3, 2013 in the amount of $369 to Lisa Grossman.
10.26		Note issued September 25, 2013 in the amount of $800 to Lisa Grossman.
31.1		Rule 13a-14(a)/15d-14(a) Certifications of Robert Hoerr, President
31.2		Rule 13a-14(a)/15d-14(a) Certifications of Lawrence Levitan, Treasurer
32.1		Section 1350 Certifications of Robert Hoerr, President
32.2		Section 1350 Certifications of Lawrence Levitan, Treasurer

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

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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.

	ENTEROLOGICS, INC.
Dated: August 19, 2013	By:	/s/ Robert Hoerr, M.D.
Dated: November 26, 2013
	Name:	Robert Hoerr, M.D.
	By:	/s/ Robert Hoerr, M.D.
	Title:	President (principal executive officer) and Director
		Robert Hoerr, M.D.
		President (principal executive and principal financial and accounting officer) and Director

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