UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BIO-LIFE LABS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
09059S-10-9
(CUSIP Number)
Gary Schonwald, Esq.
Reitler Brown LLC
800 Third Avenue, New York, New York 10022-4834
(212) 209-3090
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
February 23, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 09059S-10-9
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1) Name of Reporting Person - I.R.S. Identification No. of person (entities
only). Vertical Capital Partners, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)........ [ ]
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6) Citizenship or Place of Organization
Delaware
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7) Sole Voting Power
14,000,000(1)
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NUMBER 8) Shared Voting Power
OF SHARES 0
BENEFICIALLY
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OWNED BY 9) Sole Dispositive Power
EACH 14,000,000(1)
REPORTING
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PERSON WITH 10) Shared Dispositive Power
0(1)
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
14,000,000(1)
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11)
20 %
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14) Type of Reporting Person (See Instructions)
CO
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(1) 14,000,000 to be issued upon filing of Amended and Restated Certificate of
Incorporation.
This Amendment No. 1 to Schedule 13D modifies and restates in its entirety the
Schedule 13D originally filed with the Securities and Exchange Commission
("SEC") on February 14, 2005.
Item 1. Security and Issuer.
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This statement (this "Statement") relates to the common stock, par
value $0.0001 per share ("Common Stock") of BIO-LIFE LABS, INC., a Nevada
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 9911 West Pico Boulevard, Suite 1410, Los Angeles, California 90035.
Item 2. Identity and Background.
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(a) This Statement is being filed by Vertical Capital Partners Inc.
("Vertical Capital Partners"), a New York Corporation.
(b) The business address of Vertical Capital Partners is 488 Madison
Avenue, Suite 802, New York, New York 10022.
(c) Vertical Capital Partners is an investment banker and engages in
the business of investment related activities.
(d)-(e) Vertical Capital Partners has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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On or about February 9, 2005, Vertical Capital Partners subscribed to
acquire 14,000,000 shares of Common Stock of the Issuer at a purchase price of
$.0001 per share. pursuant to a investment banking agreement between the Issuer
and Vertical Capital Partners. To date, Vertical Capital Partners has
subscribed, but has not been issued the 14,000,000 shares of Common Stock of the
Issuer.
Item 4. Purpose of Transaction.
----------------------
The Issuer made an offering (the "Offering") of shares of its Common
Stock to five individuals. The Offering was made by the Issuer in reliance on
exemptions from the registration requirements, including, but not limited to
Section 4(2) of the Securities Act of 1933, as amended. Vertical Capital
Partners subscribed to purchase 14,000,000 shares of Common Stock of the Issuer
in the Offering. To date, Vertical Capital Partners has subscribed, but has not
been issued the 14,000,000 shares of Common Stock of the Issuer.
Except as otherwise described herein, Vertical Capital Partners does
not have any plans or proposals as of the date hereof which relate to or would
result in (a) the acquisition by any person of additional securities of the
Issuer or the disposition of any such securities, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries, (d) any change in the
present board of directors or management of the Issuer, (e) any material change
in the present capitalization or dividend policy of the Issuer, (f) any other
material change in the Issuer's business or corporate structure, (g) any change
in the Issuer's charter or By-laws or other actions which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from any national securities exchange or
to cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association, (i)
causing a class of equity securities of the Issuer to be eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or
(j) any action similar to those enumerated in (a) through (i) above.
Item 5. Interest in Securities of the Issuer.
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(a) Upon the filing of the Amended and Restated Certificate of
Incorporation of the Issuer and issuance of the shares, Vertical Capital
Partners will beneficially own approximately 20 % or 14,000,000 shares of Common
Stock of the Issuer. Such beneficial ownership percentage is based upon
69,500,000 shares of Common Stock issued and outstanding as of February 9, 2005.
(b) Upon the filing of the Amended and Restated Certificate of
Incorporation of the Issuer and issuance of the shares, Vertical Capital
Partners will have sole disposition and voting power with respect to all
14,000,000 shares of Common Stock.
(c) Other than the Offering, no other transactions in the Common Stock
were effected by Vertical Capital Partners in the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships (legal or
otherwise) between Vertical Capital Partners and any other person or entity with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: February 23, 2005
VERTICAL CAPITAL PARTNERS, INC.
By: /s/ Robert Fallah
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Robert Fallah, Co-Chairman