FTLF 10-Q Quarterly Report Sept. 30, 2010

FITLIFE BRANDS, INC.

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10-Q 1 bond10q-sep302010.htm 10-Q bond10q-sep302010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A

Commission File No. 333-137170

BOND LABORATORIES, INC.

(Name of small business issuer as specified in its charter)

Nevada	20-3464383
( State or other jurisdiction of incorporation or organization)	( IRS Employer Identification No.)

11011 Q Street Building A Suite 106 Omaha, NE 68137

(Address of principal executive offices)

(402) 884-1894

(Issuer’s telephone number)

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non–Accelerated filer	¨	Small reporting company	x

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

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 9, 2010
Common stock, $0.01 par value		63,269,263

Table of Contents

BOND LABORATORIES, INC.

INDEX TO FORM 10-Q FILING

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	2

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Income	3

	Condensed Consolidated Statement of Cash Flows	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	15

Item 3 .	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	18

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 5 .	Other information	20

Item 6.	Exhibits	20


CERTIFICATIONS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying reviewed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that can be expected for the year ending December 31, 2010.

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BOND LABORATORIES , INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

ASSETS:	September 30,			December 31,
	2010			2009
CURRENT ASSETS
Cash	$	213,647		$	1,036,213
Accounts receivables - net		506,593			452,263
Inventory		1,481,067			2,086,116
Notes receivables		-			10,000
Prepaid expenses and other current assets		121,768			57,902
Total current assets		2,323,075			3,642,494

PROPERTY AND EQUIPMENT, net		175,270			232,954

Intangibles assets, net		1,751,301			1,916,112
Deposits		5,330			9,511
TOTAL ASSETS	$	4,254,976		$	5,801,071

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
Accounts payable	$	466,226		$	510,539
Disputed accounts payables		113,299			179,894
Accrued expenses and other liabilities		92,909			93,559
Note payable - affiliate		439,012			621,775
Note payable - current		860,789			436,789
Total current liabilities		1,972,235			1,842,556

TOTAL LIABILITIES		1,972,235			1,842,556

CONTINGENCIES AND COMMITMENTS		-			-

STOCKHOLDERS' EQUITY:

Preferred stock series A, $.01 par value, 10,000,000 shares authorized; 0 and 5,148,646. issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		-			51,486
Preferred stock series B, $.01 par value, 1,000 shares authorized; 219.3 issued and outstanding, including accretion of liquidation preferences price differential of $2,193,000, 10% Cumulative Perpetual with a Stated Value of $10,000 per share and has dividend cumulated of $384,715 as of September 30, 2010 and December 31, 2009		781,133			615,269
Common stock, $.01 par value, 150,000,000 and 75,000,000 shares authorized; 63,269,263 and 56,165,820 issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		632,693			561,658
Additional paid-in capital		25,558,630			25,134,272
Accumulated deficit		(24,689,715	)		(22,404,170	)
Total stockholders' equity		2,282,741		$	3,958,515

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,254,976		$	5,801,071

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

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BOND LABORATORIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (Unaudited)

	Three Months						Nine Months
	2010			2009			2010			2009

Revenue	$	2,041,831		$	2,204,650		$	6,442,419		$	6,961,317
Total		2,041,831			2,204,650			6,442,419			6,961,317

Cost of Goods Sold		1,492,457			1,829,187			4,584,518			5,225,967
Gross Profits		549,374			375,463			1,857,901			1,735,350

OPERATING EXPENSES:
General and administrative		570,154			5,652,198			1,797,222			7,441,315
Selling and marketing		454,903			150,591			1,375,314			528,424
Depreciation and amortization		69,451			70,155			205,589			208,869
Total operating expenses		1,094,508			5,872,944			3,378,125			8,178,608
OPERATING LOSS		(545,134	)		(5,497,481	)		(1,520,224	)		(6,443,258	)

OTHER (INCOME) AND EXPENSES
Interest expense		14,680			16,727			90,012			35,572
Other income		-			-			(30,262	)		(67,165	)
Loss on the sale of assets		-			22,449			682			25,713
Total other (income) expense		14,680			39,176			60,432			(5,880	)

NET LOSS	$	(559,814	)	$	(5,536,657	)	$	(1,580,656	)	$	(6,437,378	)

NET LOSS PER SHARE:
Basic and diluted	$	(0.01	)	$	(0.15	)	$	(0.02	)	$	(0.18	)

Basic and diluted		63,269,263			38,184,769			63,269,263			36,639,477

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

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BOND LABORATORIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (Unaudited)

	2010			2009

Net loss	$	(1,580,656	)	$	(6,437,378	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		205,589			208,869
Common stock issued for services		117,783			1,000,958
Preferred A shares converted to common shares		(51,486	)		(45,109	)
Preferred B shares issued		-			443,210
Common stock issued in connection with bridge loan		34,086			-
Common stock cancelled		(195,500	)		(3,834	)
Foreign translation		-			358
Gain on sale of assets		-			(7,298	)
Loss on sale of assets		682			25,713
Warrants issued		-			4,254,594
Changes in operating assets and liabilities:
Accounts receivables		(54,330	)		(118,900	)
Inventory		605,049			(264,672	)
Prepaid expenses		(63,866	)		(36,358	)
Deposits		4,180			(3,782	)
Accounts payables		(110,908	)		(183,448	)
Accrued liabilities		(650	)		(95,271	)
Notes receivable affiliate		10,000			(10,958	)
Net cash used in operating activities		(1,080,027	)		(1,273,306	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible asset		-			(34,995	)
Proceeds from sale of assets		16,224			-
Net cash used in investing activities		16,224			(34,995	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuances of common stock and preferred stock B		-			2,746,375
Proceeds from common stock subscribed		-			-
Proceeds from affiliated note payable		-			49,231
Proceeds from notes payables		424,000			436,789
Cost of raising capital		-			(531,188	)
Repayments of note payable		(182,763	)		(366,066	)
Net cash provided by financing activities		241,237			2,335,141

INCREASE (DECREASE) IN CASH		(822,566	)		1,026,840
CASH, BEGINNING OF PERIOD		1,036,213			263,379
CASH, END OF PERIOD	$	213,647		$	1,290,219

Supplemental disclosure operating activities

Cash paid for interest	$	90,012		$	35,572
Cash paid for income tax	$	-		$	-

Supplemental disclosure for non cash investing and financing activities

Common shares issued for cost of raising capital	$	-		$	267,430
Common shares issued for services	$	-		$	1,000,958
Common shares issued for debt	$	-		$	138,750

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

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BOND LABORATORIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

NOTE 1 - DESCRIPTION OF BUSINESS

Overview. Bond Laboratories (the “Company”) is a national provider of innovative and proprietary nutritional supplements and beverage products for health conscious consumers. The Company produces and markets its products through its two primary operating divisions – NDS Nutrition Products, Inc., a Florida corporation (“NDS”), and Fusion Premium Beverages, Inc., a Florida corporation (“Fusion Premium Beverages”). NDS manufactures and distributes a full line of nutritional supplements to support healthy living predominantly through GNC franchise locations throughout the United States. Fusion Premium Beverages distributes a line of health and energy beverages to support and promote an active lifestyle.

The Company was incorporated in the State of Nevada on July 26, 2005. Fusion Premium Beverages (formally Got Fusion, Inc.), a wholly owned subsidiary of the Company, was incorporated in June of 2007. In October 2008, the Company acquired the assets of NDS Nutritional Products, Inc., a Nebraska corporation, and moved those assets into its wholly owned subsidiary NDS. The Company established a third wholly owned subsidiary, Vista Bottlers, Inc., a Nevada corporation, in March of 2009, to expand its operations to include private label bottling capabilities. The Company’s operating subsidiaries are led by a team of highly experienced sales and marketing executives with considerable expertise in the development, launch and distribution of branded products in the nutritional supplement and beverage sector. Bond Laboratories is headquartered in Omaha, Nebraska and maintains a sales operation in Dallas, Texas. For more information on the Company, please go to http://www.bond-labs.com .

Bond Laboratories, Inc. trades under the symbol BNLB on the OTCQB market.

NOTE 2 - BASIS OF PRESENTATION

Interim Financial Statements

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2010 and 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. While management of the Company believes that the disclosures presented herein and adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2009 as filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:

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Principle of Consolidation

The condensed consolidated financial statements include the accounts of Bond Laboratories, Inc., Fusion Premium Beverages, Inc., NDS Nutrition Products, Inc. and Vista Bottlers, Inc. Intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenue Recognition

Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 605 “Revenue Recognition in Financial Statements” which is at the time customers are invoiced at shipping point, provided title and risk of loss has passed to the customer, evidence of an arrangement exists, fees are contractually fixed or determinable, collection is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance.

Accounts Receivable

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company wrote off $0 and $110,781 related to bad debt and doubtful accounts, respectively, during the quarter ended September 30, 2010 and year ended December 31, 2009.

Allowance for Doubtful Accounts

The determination of collectibility of the Company’s accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Company’s allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. This allowance is maintained at a level we consider appropriate based on historical and other factors that affect collectibility. These factors include historical trends of write-offs, recoveries and credit losses, the careful monitoring of customer credit quality, and projected economic and market conditions. Different assumptions or changes in economic circumstances could result in changes to the allowance.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2010, cash and cash equivalents include cash on hand and cash in the bank.

Inventory

The Company’s inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. The Company evaluates the need to record adjustments for inventory on a regular basis. Company policy is to evaluate all inventories including raw material and finished goods for all of its product offerings across all of the Company’s operating subsidiaries. At September 30, 2010, and December 31, 2009, the value of the Company’s inventory was $1,481,067 and $2,086,116, respectively

Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

The range of estimated useful lives used to calculated depreciation for principal items of property and equipment are as follows:

Asset Category	Depreciation/ Amortization Period
Furniture and Fixture	3 Years
Office equipment	3 Years
Leasehold improvements	5 Years

Goodwill and Other Intangible Assets

The Company adopted Statement of Financial Accounting Standard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Goodwill and Other Intangible Assets , effective July 1, 2002. In accordance with (“ASC Topic 350”) " Goodwill and Other Intangible Assets ," goodwill, which represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value.

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Impairment of Long-Lived Assets

In accordance with ASC Topic 3605, “Long-Lived Assets ,” such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no events or changes in circumstances that necessitated an impairment of long lived assets.

Income Taxes

Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes,” to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB Interpretation No. 48; “Accounting For Uncertainty In Income Taxes” - An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2010, the Company did not record any liabilities for uncertain tax positions.

Concentration of Credit Risk

The Company maintains its operating cash balances in banks located in Nebraska, California and Texas. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.

Earnings Per Share

Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Diluted loss per share is the same as basic loss per share, because the effects of the additional securities, a result of the net loss would be anti-dilutive.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value.

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Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our financial statements.

On July 1, 2009, we adopted guidance issued by the FASB on business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of business combinations. It also requires the capitalization of in-process research and development at fair value and requires the expensing of acquisition-related costs as incurred. Adoption of the new guidance did not have a material impact on our financial statements.

On July 1, 2009, guidance issued by the FASB that changes the accounting and reporting for non-controlling interests. Non-controlling interests are to be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control are to be accounted for as equity transactions. In addition, net income attributable to a non-controlling interest is to be included in net income and, upon a loss of control, the interest sold, as well as any interest retained, is to be recorded at fair value with any gain or loss recognized in net income. Adoption of the new guidance did not have a material impact on our financial statements.

On July 1, 2009, we adopted guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Adoption of the new guidance did not have a material impact on our financial statements.

NOTE 4 – INVENTORIES

The Company’s inventories as of September 30, 2010 and December 31, 2009 are as follows:

	September 30, 2010			December 31, 2009

Finished goods	$	1,466,263		$	1,566,931
Components		257,080			519,185
Reserve		(242,276	)		-
Total	$	1,481,067		$	2,086,116

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NOTE 5 - PROPERTY AND EQUIPMENT

The Company’s fixed assets as of September 30, 2010 and December 31, 2009 are as follows:

		September 30,		December 31,
	2010				2009
Equipment	$	399,059			$	416,860
Accumulated depreciation		(223,789	)			(183,906	)
Total	$	175,270			$	232,954

Depreciation expense for the nine months ended September 30, 2010 is $40,777 compared to $44,058 for September 30, 2009.

NOTE 6 – NOTE PAYABLES

On June 29, 2010, we issued $172,000 in aggregate principal amount of promissory bridge notes (the "June Notes") to six accredited investors (the “June Financing”). Net proceeds to the Company after the deduction of selling commissions and expenses of the June Financing were approximately $149,050. The June Notes mature on the first anniversary of the issuance date, June 30, 2011. In addition, the Company issued a total of 86,000 shares of its common stock, $0.01 par value, in connection with the June Financing, as well as warrants to purchase 172,000 shares of common stock, exercisable at $0.40 per share, representing 500 shares of common stock and 1,000 warrants issued for each $1,000 principal amount of June Notes purchased in connection with the June Financing. The warrants terminate, if not previously exercised, on the fifth anniversary of the date of grant. The June Notes accrue interest at the rate of ten percent (10%) per annum. All remaining principal and accrued interest is due and payable on the maturity date.

On July 21, 2010, we issued $177,000 in aggregate principal amount of promissory bridge notes (the "July Notes") to fifteen accredited investors (the “July Financing”). Net proceeds to the Company after the deduction of selling commissions and expenses of the July Financing were approximately $156,800. The July Notes mature on June 30, 2011. In addition, the Company issued a total of 88,500 shares of its common stock, $0.01 par value, in connection with the July Financing, as well as warrants to purchase 177,000 shares of common stock, exercisable at $0.40 per share, representing 500 shares of common stock and 1,000 warrants issued for each $1,000 principal amount of July Notes purchased in connection with the July Financing. The warrants terminate, if not previously exercised, on the fifth anniversary of the date of grant. The July Notes accrue interest at the rate of ten percent (10%) per annum. All remaining principal and accrued interest is due and payable on the maturity date.

On September 3, 2010, we issued $75,000 in aggregate principal amount of promissory bridge notes (the "September Notes", and collectively with the June Notes and July Notes, the “Bridge Notes”) to two accredited investors (the “September Financing”, and taken together with the June Financing and July Financing, the “Bridge Financing”). Net proceeds to the Company after the deduction of selling commissions and expenses of the September Financing were approximately $64,750. The September Notes mature on June 30, 2011. In addition, the Company issued a total of 37,500 shares of its common stock, $0.01 par value, in connection with the September Financing, as well as warrants to purchase 75,000 shares of common stock, exercisable at $0.40 per share, representing 500 shares of common stock and 1,000 warrants issued for each $1,000 principal amount of September Notes purchased in connection with the September Financing. The warrants terminate, if not previously exercised, on the fifth anniversary of the date of grant. The September Notes accrue interest at the rate of ten percent (10%) per annum. All remaining principal and accrued interest is due and payable on the maturity date.

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In total, we issued $424,000 in aggregate principal amount of Bridge Notes in connection with the Bridge Financing to twenty-three accredited investors. Net proceeds to the Company after the deduction of selling commissions and expenses of the Bridge Financing were approximately $370,600. The Bridge Notes mature on June 30, 2011. In addition, the Company issued a total of 212,000 shares of its common stock, $0.01 par value, in connection with the Bridge Financing, as well as warrants to purchase 424,000 shares of common stock, exercisable at $0.40 per share, representing 500 shares of common stock and 1,000 warrants issued for each $1,000 principal amount of Bridge Notes purchased in connection with the Bridge Financing. The Company also issued 84,800 warrants to the placement agent as partial consideration for services rendered on the same terms as the warrants issued to investors in connection with the Bridge Financing. All warrants terminate, if not previously exercised, on the fifth anniversary of the date of grant. The Bridge Notes accrue interest at the rate of ten percent (10%) per annum. All remaining principal and accrued interest is due and payable on the maturity date.

Notes payable consist of the following as of September 30, 2010 and December 31, 2009, which include the issuance of the June Notes and July Notes referred to above:

	September 30, 2010		December 31, 2009

Bridge Notes	$	424,000	$	-

Secured Promissory Note dated September 30, 2009, matures December 31, 2010 at an interest rate of 8% per annum. This note replaces the Fixed Asset Note, Component Inventory Note, Installment Note, and Earn Out Provision. The Company is required to make $25,000 payments per month deferred for 5 months with a payment of $50,000 in the month of March 2010		439,012		621,775

Revolving Line of Credit of $500,000 from US Bank dated July 15, 2009 at an interest rate of 3.5% plus the one-month LIBOR rated quoted by US Bank from Reuters Screen LIBOR01 page. The Company pays interest only on this Line of Credit		436,789		436,789

Total of notes payable and advances		1,299,801		1,058,564
Less Current Portion		(1,299,801)		(1,058,564	)

Long-Term Portion	$	-	$	-

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company has entered into various consulting agreements with outside consultants. However, certain of these agreements included additional compensation on the basis of performance. The consulting agreements are with key shareholders and advisers that are instrumental to the success of the Company and its development of its products. The Company does not have a commitment and contingency liability.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company did not have any related party transactions as of September 30, 2010, other than the affiliate note through the acquisition of NDS Nutritional Products, Inc. The Company has affiliated notes payable for the asset purchase of NDS Nutritional Products, Inc. for $439,012 as of September 30, 2010.

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NOTE 9 - NET LOSS PER SHARE

Basic loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share for the nine months ended September 30, 2010 and 2009 is the same as basic loss per share. For the nine months ended September 30, 2010 and 2009, the following potential shares of common stock that would have been issuable have been excluded from the calculation of diluted loss per share because the effects, as a result of our net loss, would be anti-dilutive.

	September 30,		September 30,
	2010		2009
Warrants		15,436,845		13,977,017
Options		-		-
Total		15,436,845		13,977,017

The following table represents the computation of basic and diluted losses per share at September 30, 2010 and 2009.

	September 30,		September 30,
	2010		2009

Losses available for common shareholders		(559,814)		(5,536,657	)

Basic and diluted weighted average common shares outstanding		62,206,606		38,184,769
Basic and diluted loss per share		(.01)		(0.15	)

Net loss per share is based upon the weighted average shares of common stock outstanding.

NOTE 10 - EQUITY

Common and Preferred Stock

The Company is authorized to issue 150,000,000 shares of common stock, $0.01 par value, 10,000,000 shares of Series A Convertible Preferred Stock, $0.01 par value (“Series A Shares”), and 1,000 shares of its 10% Cumulative Perpetual Series B Preferred Stock (“Series B Shares”). As of September 30, 2010, 63,269,263 shares of common stock, 0 Series A Shares and 219.3 Series B Shares were issued and outstanding.

The Company recorded an accumulated dividend of $384,715 as of September 30, 2010, which was recorded against accumulated deficit. The outstanding Series B Shares have a liquidation preference of $10,000 per share.

Options

As of September 30, 2010, no options to purchase common stock of the Company were issued and outstanding.

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Warrants

The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The Black Scholes option-pricing model was the best determinable value of the warrants that the Company “knew up front” when issuing the warrants in accordance with Topic 505. Other than as expressly noted below, the warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black Scholes option-pricing model; provided, however, that in determining volatility the Company utilized the lesser of the 90-day volatility as reported by Bloomberg or other such nationally recognized provider of financial markets data and 40.0%.

As of September 30, 2010, 15,436,845 warrants to purchase common stock of the Company were issued and outstanding, additional information on which is included in the following table:

Issued		Exercise Price		Issuance Date	Expiration Date	Vesting
	2,520,000	$	1.500	01/31/08	01/31/13	No
	662,877	$	0.770	12/31/09	12/31/14	Yes
	3,699,040	$	0.750	09/30/09	10/01/12	No
	100,000	$	0.700	12/31/09	12/31/14	No
	1,000,000	$	0.500	08/20/09	08/20/14	No
	50,000	$	0.500	11/01/09	11/01/12	No
	65,000	$	0.500	12/21/09	12/21/12	No
	1,050,000	$	0.375	01/31/08	01/31/13	No
	500,000	$	0.375	12/31/08	12/31/13	No
	200,000	$	0.375	10/09/09	10/09/12	No
	142,593	$	0.360	05/14/10	05/14/15	Yes
	60,000	$	0.350	07/01/09	07/01/12	No
	1,000,000	$	0.350	08/20/09	08/20/14	No
	2,311,875	$	0.350	09/01/09	09/01/12	No
	50,000	$	0.350	11/01/09	11/01/12	No
	100,000	$	0.350	12/31/09	12/31/14	No
	20,833	$	0.300	04/01/09	04/01/14	Yes
	206,400	$	0.200	06/29/10	06/29/15	No
	212,400	$	0.200	07/21/10	07/21/15	No
	90,000	$	0.200	09/03/10	09/03/15	No
	1,395,827	$	0.150	12/31/08	12/31/13	Yes
	15,436,845

Expected Dividend Yield						0.0%
Volatility						40.0%
Weighted average risk free interest rate						0.4%
Weighted average expected life (in years)						2.6

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Private Placements, Other Issuances and Cancellations

The Company periodically issues shares of its common stock and warrants to purchase shares of common stock to investors in connection with private placement transactions, as well as to advisors and consultants for the fair value of services rendered. Absent an arm’s length transaction with an independent third-party, the value of any such issued shares is based on the trading value of the stock at the date on which such transactions or agreements are consummated. The Company expenses the fair value of all such issuances in the period incurred. During the quarter ended September 30, 2010 the Company issued i) 126,000 shares of its common stock to investors in connection with the Bridge Financing, ii) 14,314 shares to a former employee as satisfaction of the vested amount of a previously awarded incentive stock grant, iii) 630,000 shares of its common stock to consultants not subject to any vesting or performance provisions as consideration for the fair value of services rendered, and iv) 1,355,001 shares of its common stock to consultants subject to certain vesting and performance provisions as consideration for the fair value of services rendered to date and/or expected to be rendered over the course of the relevant contracts.

NOTE 11 – SUBSEQUENT EVENTS

In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events, and have determined that the following events are reasonably likely to impact the financial statements.

On November 15, 2010, we issued 125 shares of newly created Series C Convertible Preferred Stock to a single institutional investor for aggregate gross proceeds of $1,250,000, of which amount $100,000 was received by the Company on November 5, 2010. The remaining amount was released from escrow on the issuance date. Each share of Series C Convertible Preferred Stock has a stated value of $10,000 per share, is convertible into 40,000 shares of common stock of the Company, in whole or in part, at the discretion of the holder, is expected to qualify as equity on the balance sheet and ranks senior to all other classes of preferred stock and common stock issued and outstanding of the Company. The Series C Convertible Preferred Stock shall accrue dividends at a rate of 4% per annum commencing January 1, 2012, which shall increase to 5% per annum on January 1, 2014. The investor was issued a detachable a warrant exercisable into 20,000 shares of common stock of the Company for each share of Series C Convertible Preferred Stock issued exercisable at $0.30 per share.

On November 15, 2010, holders representing 100% of the outstanding principal value of the Bridge Notes issued in three separate closings in June, July and September exchanged such securities at a fixed conversion price equal to $0.20 per share for an aggregate issuance of 2,638,812 shares of common stock of the Company. The outstanding principal value of the Bridge Notes included all accrued but unpaid interest through November 15, 2010 plus a partial interest make-whole amount equal to six months of additional interest. Pursuant to the original terms of the Bridge Notes, holders received a 15% exchange premium on the entire outstanding balance exchanged. Giving effect for the exchange, we have no debt other than our $500,000 line of credit with US Bank and the New Note (as defined below). In addition, the exercise price of the warrants issued to investors in connection with the Bridge Financing was reduced from $0.40 per share to $0.20 per share.

On November 15, 2010, the Company entered into an Amended and Restated Secured Promissory Note (the “New Note”) by and among Bond Laboratories, Inc., a Nevada corporation, NDS Nutrition Products, Inc., a Florida corporation and NDS Nutritional Products, Inc., a Nebraska corporation (collectively, the “Parties”), as well as other ancillary documents in connection with such transaction in replacement of that certain Secured Promissory Note by and among the Parties dated September 30, 2009 (the “Original Note”). The New Note, which becomes effective December 1, 2010, obligates Bond Laboratories, Inc. (and the co-maker NDS Nutrition Products, Inc.) to pay NDS Nutritional Products, Inc. i) $205,000 on December 1, 2010, and (ii) make equal installments on the first day of each month of $17,350 each to NDS Nutritional Products, Inc. through December 2011 as satisfaction of the New Note in full. The Original Note had an outstanding principal balance of approximately $400,000 and matured on December 31, 2010.

On November 15, 2010, we agreed to exchange 116 shares of our outstanding 10% Cumulative Perpetual Series B Stock for 4,640,000 shares of our common stock, or $0.25 per share. Approximately 103 shares of our Series B Preferred stock remained outstanding after the exchange. Per the terms of the executed Exchange Agreement, the holders of the remaining shares of Series B Preferred stock shall have the right but not the obligation to exchange shares on the same terms. The exchanged shares had an aggregate liquidation preference of approximately $1.2 million prior to the exchange.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management’s discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Overview

Bond Laboratories is a national provider of innovative and proprietary nutritional supplements and beverage products for health conscious consumers. Our company produces and markets its products through its two primary operating divisions – NDS Nutrition Products, Inc., a Florida corporation (“NDS”), and Fusion Premium Beverages, Inc., a Florida corporation (“Fusion Premium Beverages”). NDS manufactures and distributes a full line of nutritional supplements to support healthy living predominantly through GNC franchise locations throughout the United States. Fusion Premium Beverages distributes a line of health and energy beverages to support and promote an active lifestyle.

We were incorporated in the State of Nevada on July 26, 2005. Fusion Premium Beverages (formally Got Fusion? Inc.), a wholly owned subsidiary of the Company, was incorporated in June of 2007. In October 2008, we acquired the assets of NDS Nutritional Products, Inc., a Nebraska corporation, and moved those assets into our wholly owned subsidiary NDS. We established a third wholly owned subsidiary, Vista Bottlers, Inc., a Nevada corporation, in March of 2009, to expand our operations to include private label bottling capabilities. Bond Laboratories is headquartered in Omaha, Nebraska and maintains a sales office in Dallas, Texas. For more information on our company, please go to http://www.bond-labs.com .

Bond Laboratories, Inc. trades under the symbol BNLB on the OTCQB market.

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Results of Operations

Net Sales. Revenues for the three months ended September 30, 2010 decreased to $2,041,831 as compared to $2,204,650 for the three months ended September 30, 2009. Revenues for the nine months ended September 30, 2010 decreased to $6,442,419 as compared to $6,961,317 for the nine months ended September 30, 2009. Results from operations for the nine months ended September 30, 2009 included sales of $1,113,663 related to certain product lines that the Company discontinued in the third quarter of 2009. Therefore, revenue from operations for the nine months ended September 30, 2010 increased to $6,442,419 with the exclusion of the discontinued product line as compared to $5,847,654 for the nine months ended September 30, 2009, an increase of approximately 10%. This increase was primarily attributable to sales growth in our existing product lines.

Cost of Goods Sold. Cost of goods sold for the three months ended September 30, 2010 decreased to $1,492,457 as compared to $1,829,187 for the three months ended September 30, 2009. Cost of goods sold for the nine months ended September 30, 2010 decreased to $4,584,518 as compared to $5,225,967 for the nine months ended September 30, 2009. Cost of goods sold for the nine months ended September 30, 2009 included $756,418 related to certain product lines discontinued in the third quarter of 2009. Therefore, cost of goods sold from operations for the nine month period ended September 30, 2010 increased to $4,584,518 as compared to cost of goods sold from continuing operations for the nine month period ended September 30, 2009 of $4,469,549. The increase was primarily attributable to higher sales from continuing product lines during the nine month period ended September 30, 2010, but mitigated by ongoing cost saving initiatives at the Company.

General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2010 decreased to $570,154 as compared to $5,652,198 for the three months ended September 30, 2009. General and administrative expenses for the nine months ended September 30, 2010 decreased to $1,797,222 as compared to $7,441,315 for the nine months ended September 30, 2009. The decrease in general and administrative expenses is principally attributed to the reclassification of certain expenses that had been previously classified as general and administrative to selling and marketing. General and administrative expenses for the nine months ended September 30, 2009 included non cash expense of $4,820,638 related to warrant issuance.

Selling and Marketing Expenses. Selling and marketing expenses for the three months ended September 30, 2010 increased to $454,903 as compared to $150,591 for the three months ended September 30, 2009. Selling and marketing expenses for the nine months ended September 30, 2010 increased to $1,375,314 as compared to $528,424 for the nine months ended September 30, 2009. The increase in selling and marketing expenses is principally attributed to the reclassification of certain expenses that had been previously classified as general and administrative to selling and marketing.

Depreciation and Amortization . Depreciation and amortization for the three months ended September 30, 2010 decreased to $69,451 as compared to $70,155 for the three months ended September 30, 2009. Depreciation and amortization for the nine months ended September 30, 2010 decreased to $205,589 as compared to $208,869 for the nine months ended September 30, 2009.

Net Loss. We incurred losses of approximately $559,814 for the three months ended September 30, 2010 as compared to $5,536,657 for the three months ended September 30, 2009. We incurred losses of approximately $1,580,656 for the nine months ended September 30, 2010 as compared to $6,437,378 for the nine months ended September 30, 2009. The loss incurred for the nine months ended September 30, 2010 included $4,820,638 of non cash charges, absent which it would have been $1,616,740..

Liquidity and Capital Resources

To date, our operating funds have been provided primarily from sales of our common stock and from the recent sale of certain debt securities, as described below, and to a lesser degree, cash flow provided by sales of our products. While our objective is to maintain a minimum of three months of working capital as a means to allow adequate reserves and time to secure additional financing as necessary, as a result of the receipt of approximately $1,250,000 from the sale of Series C Convertible Preferred Stock on November 15, 2010, the Company anticipates having adequate working capital to fund operating and related expenses for the next twelve months.

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Cash Used in Operations. Our cash used in operating activities for the nine months ended September 30, 2010 was $1,080,027 as compared to $1,273,306 for the nine months ended September 30, 2009.

Cash Used in Investing Activities. Cash used in investing activities for the nine months ended September 30, 2010 was $16,224 as compared to ($34,995) for the nine months ended September 30, 2009. The increase was related to the sale of fixed assets of $16,224 for the nine months September 30, 2010.

Cash Provided by Financing Activities. Our cash provided by financing activities for the nine months ended September 30, 2010 was $241,237 as compared to $2,335,141 for the nine months ended September 30, 2009.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 3 . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business is currently conducted principally in the United States. As a result, our financial results are not affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. We do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although if the geographical scope of our business broadens, we may do so in the future.

Our exposure to risk for changes in interest rates relates primarily to our investments in short-term financial instruments. Investments in both fixed rate and floating rate interest earning instruments carry some interest rate risk. The fair value of fixed rate securities may fall due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Partly as a result of this, our future interest income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that have fallen in estimated fair value due to changes in interest rates. However, as substantially all of our cash equivalents consist of bank deposits and short-term money market instruments, we do not expect any material change with respect to our net income as a result of an interest rate change.

We do not hold any derivative instruments and do not engage in any hedging activities.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was effective as of September 30, 2010. This Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Quarterly Report. There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the quarter ended September 30, 2010. There have not been any significant changes in the Company's critical accounting policies identified since the Company filed its Annual Report on Form 10-K as of December 31, 2010.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On February 19, 2009, we received a letter from the U.S. Department of Labor, Occupational Safe and Health Administration ("OSHA"), notifying us that a complaint had been filed by Eric Schick, our former President, alleging that we had committed certain unlawful employment practices, including retaliatory termination of his employment for “whistle blowing,” in connection with his separation from the Company in October 2008. On March 30, 2009, we sent a response to OSHA setting forth our position that Mr. Schick had voluntarily resigned and denying the allegations set forth in the February 19, 2009 letter. Although we have had written and telephonic communications with OSHA since the time of our response letter, we have not received any official communications from OSHA regarding the disposition of its review of Mr. Schick's complaint. Should OSHA proceed with the complaint, we may be required to allocate substantial financial and human resources to defense of this complaint (including significant amounts of our management's time and attention), which in turn could materially and adversely affect our business, operations and financial condition. In addition, if there was an ultimate finding in favor of Mr. Schick on his allegations, we may be required to pay Mr. Schick substantial amounts and incur other potential penalties. Any such payments could materially and adversely affect our financial condition, business and prospects, and could prevent us from executing our business plan as currently contemplated.

We are currently not involved in any litigation except noted above that we believe could have a material adverse effect on our financial condition or results of operations. Other than described above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of our subsidiaries, threatened against or affecting the Company, our common stock, any of our subsidiaries or of the Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

Other than as set forth below, there were no material changes from the risk factors previously disclosed in Part II, Item 6, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009.

Any Adverse Result in Pending Litigation May Have a Material Adverse Affect on the Company.

On February 19, 2009, we received a letter from the U.S. Department of Labor, Occupational Safe and Health Administration ("OSHA"), notifying us that a complaint had been filed by Eric Schick, our former President, alleging that we had committed certain unlawful employment practices, including retaliatory termination of his employment for “whistle blowing,” in connection with his separation from the Company in October 2008. Should OSHA proceed with the complaint, we may be required to allocate substantial financial and human resources to defense of this complaint (including significant amounts of our management's time and attention), which in turn could materially and adversely affect our business, operations and financial condition. In addition, if there was an ultimate finding in favor of Mr. Schick on his allegations, we may be required to pay Mr. Schick substantial amounts and incur other potential penalties. Any such payments could materially and adversely affect our financial condition, business and prospects, and could prevent us from executing our business plan as currently contemplated.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

The Bridge Notes, and common stock and warrants issued in connection with the Bridge Financing, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, pursuant to Regulation D and/or Section 4(2).

The Company intends to use the proceeds from the issuance of the Bridge Notes to implement the Company’s marketing strategy, for operating expenses and for general corporate purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended September 30, 2010.

ITEM 5. OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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SIGNATURES

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

Registrant Date: November 15, 2010		Bond Laboratories, Inc. By: /s/ John Wilson
		John Wilson
		Chief Executive Officer (Principal Executive Officer)

Registrant Date: November 15, 2010		Bond Laboratories, Inc. By: /s/ Michael Abrams
		Michael Abrams
		Chief Financial Officer (Principal Financial Officer)

FTLF 10-Q Quarter ended Sept. 30, 2010