BOND LABORATORIES, INC. (Form: SB-2/A, Received: 09/25/2006 16:56:05)

As filed with the Securities and Exchange Commission on September 25, 2006.

Registration No. 333-137170

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2/A

Amendment One

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BOND LABORATORIES, INC.


Nevada	2833	20-3464383
(State or Other Jurisdiction of Incorporation or Organization)Y	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

777 S. Highway 101, Suite 215 Solana Beach, CA		92075
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 858-847-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service of process)

Copies of communications to:

JOSEPH I. EMAS

1224 WASHINGTON AVENUE

MIAMI BEACH, FLORIDA 33139

TELEPHONE NO.: (305) 531-1174

FACSIMILE NO.: (305) 531-1274

Approximate date of proposed sale to public: From time to time after the effective date of this registration statement.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

No exchange or over the counter market exists for our common stock.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be registered	Amount to be Registered(1)		Proposed Maximum Offering Price per share (2)		Proposed Maximum Aggregate Offering price		Amount of Registration Fee
Common		1,000,000	$	2.00	$	2,000,000	$	215.
Common stock, issuable upon exercise of warrants		1,000,000	$	3.00	$	3,000,000	$	321.
Units		1,000,000
Total							$	536.	*

*Previously paid.

Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the adjustment provisions contained in the warrants.

No exchange or over-the-counter market exists for First Corporation’s common stock. The offering price was arbitrarily established by management and does not reflect market value, assets or any established criteria of valuation.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED SEPTEMBER ___, 2006

PROSPECTUS

BOND LABORATORIES, INC.

1,000,000 SHARES OF OUR COMMON STOCK

Bond Laboratories, Inc. (“we”, “us”, “our” or the “Bond Laboratories”) is offering for sale, on a self- underwritten basis, up to 1,000,000 units (“Units”) each unit consisting of one share of our common stock and one warrant to purchase shares of our common stock at $3.00 per share, at a price of $2.00 per Unit.. There is no minimum number of shares we will sell. Proceeds from the sale of the shares will be deposited in our operating account and there will be no refunds. This offering will continue for a period of 180 days from the effective date of this prospectus and may be terminated sooner in our sole discretion. There are no minimum share purchase requirements for individual investors.

Investing in our securities involves risk, see “Risk Factors” page 4 . Any investor who cannot afford to sustain the total loss of their investment should not purchase the securities offered herein. Neither the Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This is our initial public offering. No public market currently exists for our shares, although we intend to apply for listing on the Over-the-Counter Bulletin Board in the future. We know of no market makers for our common stock. The offering price may not reflect the market price of our shares after the offering. The shares will be offered and sold by our officers and directors without any discounts or other commissions. We currently have no agreements, arrangements or understandings with any broker/dealers to sell shares.

	Price to public		Underwriting Discounts and Commissions (1)		Proceeds to Company (1) (2)
Per Unit	$	2.00	$	0	$	2.00.
Total Maximum	$	2,000,000	$	0	$	2,000,000

(1)

We plan to have our officers offer and sell the shares. They will receive no discounts or commissions. We do not have any agreements or understandings with any broker/dealers, although we may, at our discretion, retain such to assist in the offer and sale of units. In such event, we will update this prospectus accordingly.

(2)	Proceeds to us are shown before deducting offering expenses payable by us estimated at $15,000 including legal and accounting fees and printing costs.

Our common stock is presently not traded on any market or securities exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

All dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of this Prospectus is: September ___, 2006

TABLE OF CONTENTS

	PAGE
Prospectus Summary		1
The Offering		2
Summary Financial Data		3
Risk Factors		4
Where You Can Find More Information		10
Use of Proceeds		11
Determination of Offering Price		11
Dividends		11
Dilution		12
Comparative Data		12

Plan of Distribution		13
Penny Stock Rules / Section 15(g) of the Exchange Act		14
Legal Proceedings		14
Directors, Executive Officers and Control Persons		15
Executive Compensation		16
Security Ownership of Certain Beneficial Owners and Management		17
Description of Securities		17
Disclosure of Commission Position of Indemnification for Securities Act Liabilities		18
Certain Relationships and Related Transactions		19
Organization within Last Five Years		19
Description of Business		19
Management’s Discussion and Analysis or Plan of Operation		28
Summary of Significant Accounting Policies		31
Description of Property		32
Market for Common Equity and Related Stockholder Matters		32
Interests of Named Experts and Counsel		33
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		33
Additional Information		33

PROSPECTUS SUMMARY

This summary highlights important information about our company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire prospectus and the financial statements and related notes included in this prospectus carefully, including the “Risk Factors” section. Unless the context requires otherwise, “we,” “us,” “our”, “ and the “Company” and similar terms refer to Bond Laboratories, Inc., and our subsidiaries collectively, while the term “Bond Laboratories” refers to Bond Laboratories Inc.

We were incorporated under the laws of the State of Nevada in May, 2005 to build a turn-key Nutraceutical Dietary Supplement business catering to all five of the major distribution channels; (Specialty Retail, Warehouse Clubs, Grocery/Convenience Store/Private Label, Direct to Consumer, Multi-Level Marketing), focusing on the three major categories of the industry; (Energy, Pain Relief and Weight loss), and utilizing a state of the art, alternative delivery method.

Where You Can Find Us

Our principal executive offices are located at 777 S. Highway 101 Suite 215, Solana Beach, CA 92075. Our telephone number is (858) 847-9000.

About Our Business

Bond Laboratories is building a turn-key Nutraceutical Dietary Supplement business catering to all five of the major distribution channels focusing on the three major categories of the industry; Energy, Pain Relief and Weight loss, utilizing state of the art, alternative delivery methods vs. antiquated capsules and pills.

The opportunity to create a successful, financially rewarding functional foods company has never been better. Consumers of dietary supplements and functional foods have an unquenchable hunger for innovative, effective products and the market clearly indicates consumer willingness to spend money on value-added products such as energy drinks, energy bars, and novel functional foods that offer solutions to health problems. In fact, Datamonitor (DTM.L), London, U.K., has recently released a new report entitled “Evolution of Global Consumer Trends,” identifying ‘Health’ and ‘Convenience’ as 2 of the top 10 global trends influencing consumer buying behavior in Europe, North America, Latin American and Asia-Pacific.

Health: there is a growing recognition that physical and mental wellbeing matter. Statistics show that an overwhelming majority of European and U.S. consumers feel that improving their health is important. Even more significant is that 64% of Europeans and U.S. consumers actually took "steps" to improve their health during 2003-04. Datamonitor also identifies the crossover trend of health and convenience (health on-the-go) as an under-targeted opportunity with high growth potential.

Convenience: the demand for easier, faster and disposable products. Convenience, time saving products, and “quick fixes” are important to 82% of European and U.S. consumers. Convenience is also impacting personal care consumption; 57% of European and U.S. consumers report that they groom while on-the-move and 58% admit to grooming at-work. Bond Laboratories is ideally positioned to leverage the opportunity of providing products to this broad consumer base.

Bond will initially be developing proprietary formulated products that address the three largest mega-categories; Energy, Pain Relief and Weight-loss. Within these mega-niches, Bond is focusing its product development, marketing, and sales initiatives on unique marketing subgroups within the mega-categories. An example of such an opportunity and the first focus of Bond Laboratories is the exploding energy drink market. New concepts and strong marketing have driven the global energy drinks market into the mainstream. Consumption leaped by 18 per cent in 2004 to 2,410 million liters, according to the new 2005 Global Energy Drinks report from specialist drinks consultancy Zenith International. And new innovations, which have been a driving factor, continue to feature strongly in this segment.

The concept of caffeine based 'body and mind stimulating' energy drinks originates from Japan and Thailand. Although Asia Pacific remains the top region, with a 58 per cent share of total volume in 2004, its lead is expected to decline as other areas develop. North America for example has just overtaken West Europe to hold the next largest share at 15 per cent. From small beginnings, its average growth since 1999 has been an impressive 68 per cent a year. The United States is expected to become the largest national market by 2009.

The Company has a focused vision, talented executive leadership, excellent product innovation capabilities, significant manufacturing experience, and the potential to attain success within the functional food marketplace. The executive team is comprised of experienced businessmen who have been instrumental in creating products that have been profitably marketed in the food, drug and mass sectors (FDM), multi level marketing sector (MLM,) club/warehouse store sector, direct-to-consume sector (DTC,) contract manufacturing sector, and Rx/OTC marketplace sectors. These products were successful in achieving substantially higher margins than most other consumer products categories and we believe that this team will bring the same success and results to Bond Laboratories’ products.

THE OFFERING

Company		Bond Laboratories, Inc.

Securities Being Offered to New Investors		Up to 1,000,000 units (“Units”) each unit consisting of one share of our common stock and one warrant to purchase shares of our common stock at $3.00 per share, at a price of $2.00 per Unit...

Offering Price		We are offering our Units at a price of $2.00 per Unit. We determined this offering price arbitrarily based upon managements’ assessment of the value of the common stock.

Terms of the Offering		We are offering our shares for a period not to exceed 180 days following the effective date of this registration.

Securities Outstanding		We are authorized to issue 75,000,000 shares of common stock, $.01 par value, of which 5,000,000 shares are currently issued and outstanding. We are authorized to issue 10,000,000 shares of preferred stock, $.01 par value, of which 5,000,000 have been issued or are outstanding.

Use of Proceeds		We will receive the proceeds from the offering; see “Use of Proceeds.”

SUMMARY OF FINANCIAL DATA

(In thousands, except per share amounts)

The summary of financial data as of and for the years ended December 31, 2005 is derived from and should be read in conjunction with our audited financial statements for the year ended December 31, 2005, including the notes to those financial statements, which are included elsewhere in this registration statement along with the section titled “Management’s Discussion and Analysis or Plan of Operation”. The summary of financial data is derived from and should be read in connection with unaudited financial statements and notes to financial statements for six-months ended June 30, 2006 and December 31, 2005.

	Six-months period ended June 30,					July 26, 2005 (Inception) Through June 30,			Year ended December 31,			July 26, 2005 (Inception) Through December 31,
	2006			2005		2006			2005			2005
	(unaudited)			(unaudited)		(unaudited)
Net sales	$	4,440		$	-	$	4,440		$	-		$	-
Costs and Expenses:
Cost of Sales		3,166			-		3,166			-			-
Research and development		24,421			-		36,344			11,923			11,923
General and administrative		151,942			-		292,141			140,199			140,199

Interest expense, net		6,678			-		8,291			1,613			1,613
Net loss		(181,768	)		-		(335,803	)		(153,735	)		(153,735	)
Basic and diluted loss per common share		(90.88	)		-		(167.90	)		(76.87	)
Weighted average number of shares outstanding - basic and diluted		2,000			-		2,000			2,000			2,000

Risk Factors

Before you invest in our Share, you should be aware of various risks, included those described below. You should consider carefully these risks together with all other information included in this memorandum before you decide to purchase our Share. Any or all of these risks could have a material adverse impact on our present and future business, results of operations and financial condition. These risks below may not be exhaustive of all risks. Keep these risk factors in mind when you read forward-looking statements elsewhere in this memorandum. These are statements which relate to our expectations for future events and time periods. Generally, the words "anticipate," "expect," "intend" and similar expressions identify forward looking statements. Forward looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward looking statements. Our actual operating results and financial performance may prove to be very different from what we might have predicted as of the date of this Memorandum.

AN INVESTMENT IN OUR SHARES INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND OTHER INFORMATION IN THIS BEFORE DECIDING TO INVEST IN OUR SHARES.

THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING US. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US MAY ALSO IMPAIR OUR BUSINESS OPERATIONS.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. THE INFORMATION IN THIS MEMORANDUM IS COMPLETE AND ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS MEMORANDUM, BUT THE INFORMATION MAY CHANGE AFTER SUCH DATE.

Lack of Prior Operations

Bond Laboratories, Inc., was formed to pursue the development and marketing of products in the nutraceutical dietary supplement business. The Company’s business continues to be subject to all of the risks inherent in the establishment of a new business enterprise. The Company’s ability to succeed may be hampered by the expenses, difficulties, complications and delays frequently encountered in connection with the formation and commencement of operations of a new business. These include, but are not limited to, the possibility that an insufficient market for the Company’s products will develop. In view of the foregoing, the Company cannot provide any assurance that the Company will be successful in its proposed activities or that its operations will ultimately be profitable.

Development Stage of Business

The Company is in an early stage of its development, which by its nature involves a substantial risk. The Company’s management team and key advisors have significant experience in their respective fields; however, they have not worked together for an extended period of time. Furthermore, the Company’s success will depend in large part on the continued service of its key management, technical, sales and marketing personnel and on its ability to continue to attract highly qualified managers and employees. If the Company is unable to recruit and retain qualified personnel, the Company may be adversely affected. There can be no assurance that key personnel will remain with the Company.

Additional Financing

Additional equity or debt financing may be necessary. There is no assurance that such financing will be available or, if it is, that it will be on terms advantageous to the Company.

Competition Currently

Bond Laboratories will inevitably encounter competition in each market that it enters. Trademarks and Patent applications that cover new embodiments of the technology and formulations will be pursued wherever possible. While the Company cannot assure that the trademark and patent applications will block competitive products, they should help the subsidiaries become the leader in their marketplaces. However, there can be no assurance that companies with greater financial, marketing and other resources will not enter the marketplace to compete with the Company, or that if they do, the Company will be able to compete effectively, those protections notwithstanding.

Protection of Proprietary Rights

The Company believes that its trademarks, patents and other proprietary rights are important to its success and its competitive position. Accordingly, the Company devotes substantial resources to the establishment and protection of its proprietary rights on a worldwide basis. Nevertheless, there can be no assurance that the actions taken by the Company to establish and protect its proprietary rights will be adequate either to prevent imitation of its products by others or to prevent others from seeking to block sales of the Company’s products as violative of the proprietary rights of others. No assurance can be given that others will not assert rights in, or ownership of, trademarks and other proprietary rights of the Company. In addition, the laws of certain foreign countries do not protect proprietary rights to the same extent as do the laws of the United States, with the result that patents do not offer substantial protection in those countries.

International Operation

The Company is seeking to establish an international sales base some time in the future. International operations and exports to foreign markets are subject to all of the risks generally associated with doing business abroad, such as foreign government regulation, economic conditions, currency fluctuations, duties and taxes, political unrest and disruptions or delays in shipments. These factors, among others, could influence the Company’s ability to sell its merchandise in international markets. If any such factors were to render the conduct of the business in a particular country undesirable or impracticable, there could be a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the majority of the Company’s sales are derived from the U.S., and most of the Company’s current information on buying patterns and customer preferences are based on its customers in the U.S. As a result, predicting foreign consumer demand may be more difficult for the Company than predicting U.S. consumer preferences, and there can be no assurance that the Company’s merchandise or marketing efforts will be successful in foreign markets.

Technological Changes and Uncertainty

The Company is involved in the creation, production, and distribution of nutraceutical dietary supplement products. Marketing such products requires extensive research efforts, yet there relative attractiveness in the marketplace can be affected by rapid technological change. New developments in this area are expected to continue at a rapid pace in both industry and academia. There can be no assurance that research will not lead to discoveries by others that are more effective than those of the Company, or that such research and discoveries by others will not render some or all of the Company’s programs, services or products noncompetitive or obsolete. No assurance can be given that unforeseen problems will not develop with the technologies or applications used by the Company or that the Company’s products and services will ultimately be commercially feasible.

Loss on Dissolution and Termination

In the event of dissolution of the Company, the proceeds from the liquidation of its assets, if any, will be first used to satisfy the claims of creditors. There is no assurance that the Company’s assets would be sufficient to satisfy creditors’ claims in full. Only after all outstanding debts are satisfied will the remaining proceeds, if any, be distributed to the Share holders. Accordingly, Share holders’ ability to recover all or any portion of their investment under such circumstances will depend on the amount of proceeds that the Company realizes from liquidation of its assets.

Discretion in the Use of Proceeds

A substantial portion of the net proceeds of this Offering will be used for the marketing and production of the Company’s product, working capital and other general corporate purposes. Accordingly, management will have broad discretion as to the specific application of a significant portion of the net proceeds.

There is limited business and financial information publicly available to you regarding our business.

Because we have limited operations there is limited public information available regarding our current business.

We are subject to the Foreign Corrupt Practices Act

To the extent that we sell our products outside the U.S., we are subject to the Foreign Corrupt Practices Act which makes it unlawful for any issuer to corruptly pay or offer to pay, any money or anything of value to any foreign official, foreign political party or official thereof or any candidate for foreign political office ("Foreign Officials") or any person with knowledge that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any Foreign Official.

While we have not made any offers, payments, promises to pay, or authorization of any money or anything of value to any foreign officials, we have implemented a policy to be followed by the officers, directors, employees and anyone acting on our behalf, that no such payments can and will be made. We have made all employees cognizant of the need for compliance with the Foreign Corrupt Practices Act and any violation of our policy will result in dismissal. Further, we conduct periodic reviews of this policy with all employees to ensure full compliance.

Risks Involving Foreign Markets; Foreign Currency Fluctuations.

We anticipate our business will extend to the sale of products in foreign markets. Potential future foreign markets have different regulations related to the environment, labor relations, currency fluctuations, exchange controls, customs, foreign tax increases, import and export, investment and taxation which will also subject us to increased regulation costs and possibly fines or restrictions on conducting our operations. Currency fluctuations may have an effect on our current activities, in that revenues are generally tied to the U.S. dollar. A weakening of the U.S. dollar (or other foreign currencies) may have an adverse material effect on the financial condition of the Company.

Future expansion.

We plan on expanding our business. We may be competing with other corporations, many of which may have greater resources than we do. In addition, any internally generated growth experienced by us could place significant demands on our management, thereby restricting or limiting our available time and opportunity to identify and evaluate potential future opportunities.

No Investors’ Counsel

The Company has not retained any independent professionals to review or comment on this Offering or otherwise protect the interests of the investors hereunder. Although the Company has retained its own counsel, neither that law firm nor any other law firm has made, on behalf of the investors, any investigation of the merits or the fairness of this Offering or of any factual matters represented herein, and purchasers of the Company’s securities should not rely on the law firm so retained with respect to any matters herein described. Prior to making an investment in the Company, all potential investors should consult with their own legal, financial and tax advisers.

Indemnification

Our officers and directors are entitled to indemnification, except under certain circumstances, from the Company. The obligation of the Company to fund any indemnification will survive the dissolution of the Company.

Risks Related To Our Business

Because we have a limited operating history, it will be difficult for you to evaluate our business.

Bond Laboratories is a development stage company that was incorporated in May, 2005. We have only conducted operations since 2005. Our future operations are contingent upon increasing revenues and raising capital for expansion to advance research, marketing, and distribution. Because we have a limited operating history you will have difficulty evaluating our business and future prospects. You should consider our prospects in light of the risks, uncertainties, expenses and difficulties we will face as an emerging business.

We have a history of losses

We are in the development stage and have incurred substantial losses since our inception, including net losses of $181,768 for six-months ended June 30, 2006 and $153,735 for the year ended December 31, 2005 respectively, and we had an accumulated deficit of $335,503 at June 30, 2006. Substantial losses to date have resulted principally from costs incurred in general and administrative expenses and research and development activities. We incurred $149,047 of general and administrative expenses for the six months ended June 30, 2006 and $140,199 for the year ended December 31, 2005. For six-months ended June 30, 2006 and for the year ended December 31, 2005 we incurred research and development expenses of $24,421 and $11,923, respectively. In order to develop, test, produce and commercialize our products, we will need to conduct significant research, development, testing and regulatory compliance activities which, together with projected general and administrative expenses, are expected to result in additional significant continuing operating losses. We expect that we will continue incurring a loss until, at the earliest, we generate sufficient revenue to offset the cost of our operations, including our continuing product development efforts. Our future revenue levels and potential profitability depend on many factors, including the demand for our existing product candidates, our ability to develop new product candidates and our ability to control costs. Further, as a development stage company, we have a limited relevant operating history of which an evaluation of our prospects can be made. Such prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new business in the evolving, heavily regulated biotechnology industry, which is characterized by an increasing number of market entrants, intense competition and high failure rate. In addition, significant challenges are often encountered by businesses shifting from development to commercial activities

If we are unable to obtain financing to support our future growth plans, we will have to curtail our operations and our growth plans, which will negatively affect the value of your investment.

Our Plan of Operations involves substantial research, development, and marketing costs in an amount of approximately $2,000,000 to fulfill our strategic goal that is: to develop nutraceutical dietary supplement products and to expand existing formulations to other “niche” markets.

We are dependent upon the proceeds from this offering as well as future financing efforts to implement our Plan of Operations and to expand our business. In addition, we may need additional funding from bank financing or financing from a debt or equity offering. If we are unable to obtain financing when needed on favorable terms, we may be forced to curtail our operations and our growth plans, which will negatively affect the value of your investment.

If we lose our key personnel, our business and prospects may be adversely affected.

Our performance is dependent on the services of certain key employees. The loss of services of any of our key employee could have a material adverse effect on our business and financial condition. We may not be able to hire and retain other management if we lose the services of our key employees.

We may need additional capital.

Our capital requirements in connection with our operations will be substantial. Our management anticipates that we will require additional working capital in the future even if we raise the maximum amount in this offering. Further, even if available, additional equity or convertible debt financing, if used, could result in substantial dilution of shareholder interests. Currently, our plan of operation includes looking for private capital after we become a reporting company.

Risks Related To This Offering

Our shares will be “Penny Stocks” which are subject to certain restrictions that could adversely affect the liquidity of an investment in us.

We intend to initially trade our common stock in the over-the-counter market. The stock price will likely be at less than $5.00 per share. Such shares are referred to as “penny stocks” within the definition of that term contained in Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended. These rules impose sales practices and disclosure requirements on certain broker-dealers who engage in certain transactions involving penny stocks. These additional sales practices and disclosure requirements could impede the sale of our securities, including securities purchased herein, in the secondary market. In general, penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is volatile and you may not be able to buy or sell the stock when you want. Accordingly, the liquidity for our securities may be adversely affected, with related adverse effects on the price of our securities.

Under the penny stock regulations, a broker-dealer selling penny stocks to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current quotations for the securities. A broker-dealer is additionally required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

There is no public market for our common stock, and even if a market develops, it will likely be thin and subject to manipulation.

Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock. We have not taken any steps to enable our common stock to be quoted on the OTC Bulletin Board, and our common stock may never be quoted on any quotation service or that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. We have not engaged an underwriter for this offering, and we cannot assure you that any brokerage firm will act as a market maker of our securities. A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

· variations in our quarterly operating results;

· changes in securities analysts’ estimates of our financial performance;

· changes in general economic conditions and in the healthcare industry;

· changes in market valuations of similar companies;

· announcements by us or our competitors of significant new contracts with artists, acquisitions, strategic partnerships or joint ventures, or capital commitments;

· loss of a major customer, partner or joint venture participant; and

· the addition or loss of key managerial and collaborative personnel.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies’ securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

Obtaining additional capital through the future sale of common stock and derivative securities will result in dilution of stockholder interests.

We plan to raise additional funds in the future by issuing additional shares of common stock or securities such as convertible notes, options, warrants or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution of the equity ownership of existing holders of our common stock.

If a market for our common stock develops, the market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares, at or above your purchase price, which may result in substantial losses to you.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. If market for our common stock develops and our operating results fluctuate negatively in any future quarter, the volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares, or the availability of common shares for sale at any time, will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common shares in the foreseeable future. We may not have enough funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends.

Volatility in our common share price may subject us to securities litigation, thereby diverting our resources that may have a material adverse effect on our results of operations.

As discussed in the preceding risk factor, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We are subject to the certain anti-takeover provisions under Nevada law, which could discourage or prevent a potential takeover of our company that might otherwise result in you receiving a premium over the market price for your common shares.

As a Nevada corporation, we are subject to certain provisions of the Nevada Business Corporation Law anti-takeover rules and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our Board of Directors in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the shareholders might otherwise receive a premium for their shares. As a result, shareholders who might desire to participate in such a transaction may not have the opportunity to do so.

The trading price of our common stock may decrease due to factors beyond our control.

The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our common stock. If our shareholders sell substantial amounts of their common stock in the public market, the price of our common stock could fall. These sales also might make it more difficult for us to sell equity, or equity related securities, in the future at a price we deem appropriate.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively .

We will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in way that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our products and services and cause the price of our common stock to decline.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

The assumed initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting liabilities. As a result, investors purchasing common stock in this offering will incur immediate dilution of price per share. If the holders of outstanding options or warrants exercise those options or warrants, you will suffer further dilution.

We will incur increased costs as a result of being a public company, which could adversely affect our operating results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the NASDAQ National Market and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and required to incur substantial costs to obtain the same or similar coverage. These costs could materially adversely affect our results of operations.

Forward-Looking Statements

This prospectus includes forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements under the captions “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus. You should not rely on these forward-looking statements which apply only as of the date of this prospectus. These statements refer to our future plans, objectives, expectations and intentions. We use words such as “believe,” “anticipate,” “expect,” “intend,” “estimate” and similar expressions to identify forward-looking statements. This prospectus also contains forward-looking statements attributed to third parties relating to their estimates regarding the growth of certain markets. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could contribute to these differences include those discussed in the preceding pages and elsewhere in this prospectus.

Risks associated with forward-looking statements.

This prospectus contains certain forward-looking statements regarding management’s plans and objectives for future operations, including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this prospectus include or relate to:

(1) Our ability to obtain a meaningful degree of consumer acceptance for our products now and in the future,

(2) Our ability to market our products on a global basis at competitive prices now and in the future,

(3) Our ability to maintain brand-name recognition for our products now and in the future,

(4) Our ability to maintain an effective distributors network,

(5) Our success in forecasting demand for our products now and in the future,

(6) Our ability to maintain pricing and thereby maintain adequate profit margins,

(7) Our ability to achieve adequate intellectual property protection and

(8) Our ability to obtain and retain sufficient capital for future operations.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the U.S. Securities and Exchange Commission, or the SEC, on Form SB-2 under the Securities Act to register the shares of our common stock being offered by this prospectus. This prospectus omits some information contained in the registration statement and its exhibits, as permitted by the rules and regulations of the SEC. For further information about us and our securities, you should review the registration statement and its exhibits, which may be inspected, without charge, at the SEC’s public reference facilities at, Judiciary Plaza, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of all or any portion of the registration statement may be obtained from the public reference facilities of the SEC on payment of prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities. The SEC maintains a website, http://www.sec.gov, that contains reports, proxy statements and information statements and other information regarding registrants that file electronically with the SEC, including the registration statement.

Statements in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, in each instance, reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by that reference.

We are not required to deliver annual reports to stockholders, and we do not intend to voluntarily send annual reports with audited financial statements to stockholders. However, on completion of this offering, we will become subject to the informational and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with the requirements of the Exchange Act, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the regional offices, public reference facilities and Web site of the SEC referred to above. We have not filed any reports or statements with the SEC prior to filing this registration statement and prospectus.

USE OF PROCEEDS

The following table sets forth management’s estimate of the allocation of net proceeds expected to be received from the sale of 1,000,000 Units included in this offering (not providing for the exercise of any warrants underlying the Units). Actual expenditures may vary from these estimates. Until the proceeds are used, we will invest the net proceeds in investment-grade, short-term, interest bearing securities.

	Assumed		%			Assumed		%			Assumed		%			Assumed		%
	25%Units					50% Units					75% Units					100% Units
	sold					sold					sold					sold
Total Proceeds	$	500,000				$	1,000,000				$	1,500,000				$	2,000,000
Less:
Estimated offering expenses and filing fees	$	100,000		20	%	$	150,000		15	%	$	200,000		13	%	$	250,000		13	%
Net Proceeds	$	400,000				$	850,000				$	1,300,000				$	1,750,000
Use of Net Proceeds
General and Administrative	$	100,000		25	%	$	125,000		15	%	$	150,000		12	%	$	200,000		11	%
Research and Development	$	100,000		25	%	$	200,000		24	%	$	300,000		23	%	$	400,000		23	%
Working capital	$	200,000		50	%	$	525,000		62	%	$	850,000		65	%	$	1,150,000		66	%

Total use of net proceeds	$	400,000		100	%	$	850,000		100	%	$	1,300,000		100	%	$	1,750,000		100	%

DETERMINATION OF OFFERING PRICE

Our offering price of $2.00 per Unit was arbitrarily determined by us based solely upon the managements’ assessment of the value of the common stock. It is not based upon an independent assessment of the value of our shares and should not be considered as such. The facts considered in determining the offering price were our financial condition, prospects, our limited operating history and the general condition of the securities market. The offering price is not an indication of and is not based upon the actual value of our Company. The offering price bears no relationship to book value, assets or earnings of our Company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

DIVIDENDS

DILUTION

We have a negative net tangible book value of $340,128 and/or ($.07) per share as of June 30, 2006. The dilution of our current shareholders resulting from the sale of the Units in our offering will vary depending on the total number of shares underlying the Units that are sold.

	Assumed 25% Units sold			Assumed 50% Units sold			Assumed 75% Units sold			Assumed 100% Units sold
Assumed initial public offering price	$	2.00		$	2.00		$	2.00		$	2.00

Net tangible book value per share as of June 30, 2006		($0.07	)		($0.07	)		($0.07	)		($0.07	)

Net tangible book value per share after offering	$	0.01		$	0.09		$	0.17		$	0.23

Dilution per share to new investors	$	1.99		$	1.91		$	1.83		$	1.77

Increase per share to existing investors attributable to offering		($0.06	)	$	0.02		$	0.10		$	0.16

If all 1,000,000 shares underling the Units offered hereunder were sold, there would be a total of 6,000,000 common shares outstanding (not providing for the exercise of any warrants underlying the Units).. Adding the net offering proceeds after expenses to the negative net tangible book value, our total net tangible book value would be $1,409,872 and/or a weighted average of $0.23 per share. Therefore, the shareholders who purchase in this offering will suffer an immediate dilution in book value of their shares of approximately $1.77 and our present shareholders will receive and immediate book value increase of $0.16 per share.

COMPARATIVE DATA

The following chart illustrates our pro forma proportionate ownership, upon completion of the offering, assuming the maximum number of units is sold, of present stockholders and of investors in the offering, compared to the relative amounts paid and contributed to our capital by present stockholders and by investors in this offering, assuming no changes in net tangible book value other than those resulting from the offering.

If maximum offering of 1,000,000 was sold

	Shares Owned		Approximate Percentage Total Shares Outstanding			Total Consideration			Approximate Percentage Total Consideration			Average Price / Share
New Investors		1,000,000		17	%	$	1,750,000			124	%	$	0.29
Existing Shareholders		5,000,000		83	%	$	(340,128	)		(24	%)		($0.06	)

Total		6,000,000		100	%	$	1,409,872			100	%	$	0.23

If 75% offering of 1,000,000 was sold

	Shares Owned		Approximate Percentage Total Shares Outstanding			Total Consideration			Approximate Percentage Total Consideration			Average Price / Share
New Investors		750,000		13	%	$	1,300,000			135	%	$	0.23
Existing Shareholders		5,000,000		87	%	$	(340,128	)		(35	%)		($ 0.06	)

Total		5,750,000		100	%	$	959,872			100	%	$	0.17

If 50% offering of 1,000,000was sold

	Shares Owned		Approximate Percentage Total Shares Outstanding			Total Consideration			Approximate Percentage Total Consideration			Average Price / Share
New Investors		500,000		9	%	$	850,000			167	%	$	0.15
Existing Shareholders		5,000,000		91	%	$	(340,128	)		(67	%)		( $ 0.06	)

Total		5,500,000		100	%	$	509.872			100	%	$	0.09

If 25% offering of 1,000,000 was sold

	Shares Owned		Approximate Percentage Total Shares Outstanding			Total Consideration			Approximate Percentage Total Consideration			Average Price / Share
New Investors		250,000		5	%	$	400,000			668	%	$	0.08
Existing Shareholders		5,000,000		95	%	$	(340,128	)		(568	%)		($ 0.06	)

Total		5,250,000		100	%	$	59,872			100	%	$	0.01

PLAN OF DISTRIBUTION

Currently we plan to have our officers sell the common shares on a self-underwritten basis. They will receive no discounts or commissions. Our officers will deliver prospectuses to these individuals and to others who they believe might have interest in purchasing all or a part of this offering.

We also may retain licensed broker/dealers to assist us in the offer and sell of the shares of our common stock, if we deem such to be in our best interest. At this time we do not have any commitments, agreements or understandings with any broker/dealers. The maximum underwriting discounts and commissions we are willing to pay to engage broker/dealers is 10%. In the event we retain any broker/dealers to assist in the offer and sell of shares of our common stock we will update this prospectus accordingly.

In order to buy shares of our common stock you must complete and execute the subscription agreement and return it to us at 777 S. Highway 101, Suite 215, Solana Beach, CA 92075 . Payment of the purchase price must be made by check payable to the order of “Bond.” The check may be delivered directly to 777 S. Highway 101, Suite 215, Solana Beach, CA 92075 telephone 858-847-9000, or to us at the abovementioned address.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

Our officers will not register as a broker/dealer under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”) in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker/dealer. The conditions are that:

1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. The person is not at the time of their participation, an associated person of a broker/dealer; and,

3. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officers and directors are not statutorily disqualified, are not being compensated, and are not associated with a broker/dealer. They are, and will continue to be, our officers and directors at the end of the offering, and have not been, during the last twelve months, and are currently not, broker/dealers or associated with broker/dealers. They have not, nor will not, participate in the sale of securities of any issuer more than once every twelve months. After our registration statement is declared effective by the SEC we intend to advertise, through tombstones, and hold investment meetings in various states where the offering will be registered. We will not utilize the Internet to advertise our offering. We will also distribute the prospectus to potential investors at meetings and to our friends and relatives who are interested in us and a possible investment in the offering.

We intend to sell our shares in the United States of America, and/or offshore.

PENNY STOCK RULES / SECTION 15(G) OF THE EXCHANGE ACT

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors who are generally institutions with assets in excess of $5,000,000, or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with their spouses.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses, and subsequently confirms to the customer, current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of, or prior to, the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approve the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, contact the NASD’s toll free telephone number and the central number of the North American Administrators Association for information on the disciplinary history of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares due to broker-dealer reluctance to undertake the above described regulatory burdens.

LEGAL PROCEEDINGS

We are not a party to any pending material legal proceedings and are not aware of any threatened or contemplated proceeding by any governmental authority against us.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

Our directors, executive officers and control persons their respective ages as of September 25, 2006 are as follows:


Name	Age	Position
Scott D. Landow	51	Sole Director: Chief Executive Officer; Chief Financial Officer; Senior Managing Director of New Business Development
Robert A. Kay, Ph.D., R.D.	54	Senior Managing Director of Science and Technology
Paul J. Dallura	52	Director of Operations
Thomas Kucharski Ph. M.S.	56	Director of Manufacturing and Production

Business Experience

All of our directors serve until their successors are elected and qualified by our shareholders, or until their earlier death, retirement, resignation or removal. The following is a brief description of the business experience of our executive officers, director and significant employees:

Bond has assembled a team with extensive experience in new business development as well as in the Nutraceutical and Dietary Supplement business :

Scott D. Landow is our sole director, CEO, CFO, and Senior Managing Director of New Business Development since May, 2005. From December 2005 through May 2005 Mr. Landow was President, CEO and a member of the board of directors of Bridgetech Holdings International a publicly traded company leveraging significant relationships in China & the U.S. to capitalize on proprietary opportunities in high growth segments of the healthcare industry. From August 2000 through February 2005, Mr. Landow was President of Parentech Inc., an emerging medical device company for newborns and infants.

Robert A. Kay, Ph.D., R.D. is Senior Managing Director of Science and Technology for Bond Laboratories, Inc. Prior to becoming involved with Bond, Dr. Kay was Vice President of Science and Technology for Natural Alternatives International, a publicly traded International contract manufacturer of dietary supplements company, where he was responsible for and oversaw Product Development, Quality Control, Quality Assurance, and Regulatory Affairs. He was Vice President of Product Development at Anabolic Laboratories, Inc.; Chief Science Officer and Senior Vice President of Technical Affairs at Leiner Health Products; Vice President of Research and Development for Metagenics; Chief Operations Officer and Senior Vice President of Research and Development for Earthrise Company.

Thomas W. Kucharski, R. Ph., M.S . is Director of Manufacturing and Production. Prior to becoming involved with Bond, Mr Kucharski was the Director of Quality Control for Natural Alternatives International, where he was the Manager of the Analytical Laboratory (6 chemists) and the Manager of the Microbiological laboratory. He was Vice President of Research and Development for Leiner Health Products where he developed 127 new products that met DSHEA requirements; Bayer Consumer Care where he managed the formulation, development, optimization of new OTC/VMS products

Paul J. Dallura , is Director of Operations for Bond Laboratories, Inc. Prior to becoming involved with Bond, Mr. Dallura has had several years of National and International experience in all aspects of operations including Facility, Manufacturing production and Human Resources. Mr Dallura spent over six years at Anabolic Laboratories, a Nutritional Supplements contract manufacturer where he oversaw the day to day activities of the entire production facility.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Board Committees and Independence

All of the directors serve until the next annual meeting of common shareholders and until their successors are elected and qualified by our common shareholders, or until their earlier death, retirement, resignation or removal. Our Bylaws set the authorized number of directors at not less than one nor more than nine, with the actual number fixed by our board of directors. Our Bylaws authorized the Board of Directors to designate from among its members one or more committees and alternate members thereof, as they deem desirable, each consisting of one or more of the directors, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.

The entire Board of Directors will perform the function of the Audit Committee until we appoint directors to serve on the Audit Committee.

The entire board performs the functions of the Compensation Committee until we appoint directors to serve on the Compensation Committee.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth for the year ended December 31, 2005 compensation awarded to, paid to, or earned by, Mr. Scott Landow, our sole Director and Chief Executive Officer , and our three other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.

						Long Term Compensation
	Annual Compensation					Awards			Payouts
Name and Principal Position	Year		Salary	Bonus		Other Annual Compensation	Restricted Stock Award (s )	Securities Underlying Options/SARs (# )	LTIP Payouts	All Other Compen- sation

Scott Landow CEO, CFO and sole Director	2006	$	120,000		$	—	—	—	—	—

	2005	$	80,000		$	—	—	—	—	—

Employment Agreements

Aggregated Option Exercises and Fiscal Year-End Option Value Table

Name	Shares Acquired on Exercise		Value Realized		Number of Securities Underlying Unexercised Options/SAR at December 31, 2005 Exercisable/ Unexercisable	Value of Unexercised In-the-money Options/SAR at December 31, 2005 Exercisable/ Unexercisable
Scott Landow, CEO, CFO and sole Director		0	$	0
		0	$	0
		0	$	0

⁽¹⁾ Assumes a market price of $2.00.

Compensation of BOD Members

We currently have one director. Our current compensation policy for directors is to compensate them through options to purchase common stock as consideration for their joining our board and/or providing continued services as a director. We do not currently provide our directors with cash compensation, although we do reimburse their expenses, with exception for a chairman of the board. No additional amounts are payable to the Company’s directors for committee participation or special assignments. There are no other arrangements pursuant to which any directors was compensated during the Company’s last completed fiscal year for any service provided.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the common stock as of December 31, 2005 and September 25, 2006, by (i) each person who is known by the Company to own beneficially more than 5% of the any classes of outstanding Stock, (ii) each director of the Company, (iii) each of the Chief Executive Officers and the two (2) most highly compensated executive officers who earned in excess of $100,000 for all services in all capacities (collectively, the “Named Executive Officers”) and (iv) all directors and executive officers of the Company as a group.

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose and is based on 5,000,000 shares beneficially owned as of September 25, 2006. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, the address of each person; 777 S. Highway 101, Suite 215, Solana Beach, CA 92075.

Name of Beneficial Owner	Number of Shares of Common Stock ⁽¹⁾		Percent of Class ⁽¹⁾
Scott Landow (1)		1,250,000		25	%
Small World Traders, Inc. (1)		1,250,000		25	%
Landow Revocable Trust 2006 (1)		1,250,000		25	%

(1) Scott Landow, through Landow Revocable Trust 2006 which is controlled by Scott Landow , controls Small World Traders, Inc.

Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $ .01, and 10,000,000 shares of preferred stock.

Common Stock

The shares of our common stock presently outstanding, and any shares of our common stock issues upon exercise of stock options and/or warrants, will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Since the holders of common stock do not have cumulative voting rights, holders of more than 50% of the outstanding shares can elect all of our Directors, and the holders of the remaining shares by themselves cannot elect any Directors. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, $.01 par value, of which 5,000,000 are issued and outstanding as of August , 2006.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Options and Warrants:

As of September 7, 2006 there were no options or warrants to acquire shares of the Company’s common stock outstanding. The Company will be issuing warrants in the offering.

Convertible Securities

Between September 2005 and August, 2006, the Company issued $290,000 in two year secured convertible notes, convertible into shares of the Company’s common stock at $1.00 per share.

Amendment of our Bylaws

Our bylaws may be adopted, amended or repealed by the affirmative vote of a majority of our outstanding shares. Subject to applicable law, our bylaws also may be adopted, amended or repealed by our board of directors.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES; ANTI-TAKEOVER, LIMITED LIABILITY AND INDEMNIFICATION PROVISIONS

Certificate of Incorporation and Bylaws. Pursuant to our amended certificate of incorporation, our board of directors may issue additional shares of common or preferred stock. Any additional issuance of common stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protects the continuity of our management. Specifically, if in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

· diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;

· putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or

· effecting an acquisition that might complicate or preclude the takeover.

Nevada Anti-Takeover Law . We are subject to the provisions of the Nevada General Corporation Law concerning corporate takeovers.

Limited Liability and Indemnification. Our certificate of incorporation eliminates the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our certificate of incorporation requires us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law.

Under Nevada law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

conducted himself or herself in good faith;

reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests; and

in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

These persons may be indemnified against expenses, including attorney fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding. If the person is found liable to the corporation, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court’s decision.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Related Party Transactions Within The Past Two Years. The following are certain transactions or proposed transactions during the last two years to which we were a party, or proposed to be a party, in which certain persons had a direct or indirect material interest.

Loan and Advances from Officers & Stockholders

During the period July 26, 2005 (inception) though June 30, 2006, certain officers and stockholders advanced to the Company.

Name	Position		Cash Advances		Salary Deferred		Amount Outstanding at June 30, 2006
Small World Traders, Inc.		Scott Landow, through Landow Revocable Trust 2006 which is controlled by Scott Landow, controls Small World Traders, Inc.	$	99,247.92			$	99,247.92

Scott Landow		Director, CEO, CFO			$	120,000	$	120,000

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated in the State of Nevada on July 26, 2005.

DESCRIPTION OF BUSINESS

Convenience: the demand for easier, faster and disposable products. Convenience, time saving products, and “quick fixes” are important to 82% of European and U.S. consumers. Convenience is also impacting personal care consumption; 57% of European and U.S. consumers report that they groom while on-the-move and 58% admit to grooming at-work. Bond Laboratories is ideally positioned to lever the opportunity of providing products to this broad consumer base.

The Company has a focused vision, talented executive leadership, excellent product innovation capabilities, significant manufacturing experience, and the potential to attain success within the functional food marketplace. The executive team is comprised of experienced businessmen who have been instrumental in creating products that have been profitably marketed in the food, drug and mass sectors (FDM), multi level marketing sector (MLM,) club/warehouse store sector, direct-to-consume sector (DTC,) contract manufacturing sector, and Rx/OTC marketplace sectors. These products were successful in achieving achieved substantially higher margins than most other consumer products categories and we believe that this team will be bring the same success and results to Bond Laboratories’ products.

PRODUCTS

Phase I

Energy Products

Effervescent Energy Drink

This product contains both ingredients that are easily recognized by the consumer and novel ingredients that will be the proprietary property of Bond. The product is packaged in vials as a powder to be mixed with cold water. Ingredients include: caffeine; ginseng; Guarana, taurine (an amino acid-like nutrient); B-vitamins; potassium; a proprietary blend of special herbs; and natural and artificial flavors. One convenient vial has a superior nutritional profile to the ever-popular Red Bull and Monster liquid energy drinks. The advantage of having the product in the form of an effervescent powder is that it can be used anywhere that water is sold or dispensed. The marketplace deployment of ready-to-drink energy products is not all-prevailing. The marketplace deployment of cold, bottled water is ubiquitous. Thus, no need to carry around a bulky can of an energy drink. All that is needed is access to cold water, either bottled or dispensed from a water cooler. The effervescent powder delivery form, is portable, convenient, portrays a high-quality image, tastes great, and is ready-to-use anywhere.

Diet Effervescent Energy Drink

The original ‘fusion’ contains approximately 100 calories, 10-30 below a can of Red Bull, RockStar of Coca Cola. The next natural extension of the brand will be diet versions of the original ‘fusion’ and the ‘seize the day’ product. This should expand potential sales by approximately 35%, equivalent to the percentage of consumers that consume diet drinks on a regular basis.

Phase II

Other Products and Opportunities - Expand Existing formulations to other ‘Niche’ markets.

The other two highest volume products in the nutraceutical supplement business today are Pain Management/Prevention and Weight Loss. With this in mind, Bond has already begun formulation plans for an innovative product line that will distinguish itself based on science and results. This logical progression of product development efforts allows Bond to capture quick revenue within a specific market niche and then expand its marketing reach to other niches. Minor product modifications will occur as Bond migrates and fine tunes its major focus from one segment to the next.

Three Advanced Nutritional Products for Seniors and Soon-to-be-Seniors

The products that will be marketed to these consumers will be modified versions of the products that were marketed to college students. Instead of providing a substantial energy “jolt,” the products will provide nutrients and special botanical ingredients that improve energy, mental focus and function, stress relief and overall feelings of well-being.

1. Effervescent Energy Drink

Liquid nutritional products, such as effervescent drinks, are typically regarded as superior in delivering nutrients to the body versus tablets or capsules. Even tablets and capsules need to be in solution before the nutrients from them can be absorbed. Thus, having a convenient, use-anywhere, good tasting, vitamin-mineral-energy effervescent drink powder is both logical and market-sensitive. In addition, many seniors experience difficulty in swallowing tablets and capsules, so an effervescent powder provides a convenient and easy-to-use form. It delivers nutrients quickly and tastefully to a target audience that can appreciate the appeal of a nutritious drink.

2. Pain Relief

Specifically, Migraine pain relief. Over the past several years, the Director of Science and Formulation for the Company, worked on a project with an herbal formulation that showed strong results in reducing in chronic migraine symptoms. For issues that had nothing to do with the product, it was never brought to market and eventually shelved. Bond has secured the rights for the first year of crop production of this herb.

3. Weight-Loss

As people age, calories naturally start to be redirected to become fat versus being used to provide immediate energy. The nutritional needs of older consumers are far different than those of younger consumers. The older consumers need more nutrient-dense foods and dietary supplements that naturally enhance metabolism. Bond will be offering a safe weight-loss dietary supplement powder product that enhances the metabolism and assists in either losing weight or maintaining a specific weight. A core set of ingredients in the products will be derived from coffee. Two specific coffee extracts will be used: one is from the green coffee bean, and the other is from the coffee cherry. The green coffee bean extract has been shown in some preliminary research to promote weight-loss. The coffee cherry extract has been shown to contain exceptionally high levels of antioxidants. It is superior in its antioxidant capacity when compared to both blueberries and grape seed, two of the botanical ingredients strongly associated with antioxidant function. Thus, our key ingredient will be a proprietary blend of both the green coffee bean and the coffee cherry.

Phase III

Beyond Energy, Pain Relief and Weight loss

Safe Energy Products for Mothers-to-Be and New Mothers

These two consumer groups have been woefully underserved by the pharmaceutical and nutraceutical industries in regard to product offerings. Pregnant women and new mothers have extremely unique dietary supplement needs, especially when it comes to helping to support feelings of energy and well-being, weight-loss after the baby is born, and overall mood enhancement without the use of drugs. Bond has identified and discovered some unique nutrients that can be provided to the consumers within these segments. These include choline, essential fatty acids, specific amino acids, and other unique conditionally essential nutrients.

The dietary supplement products will be formulated with the intent of ensuring that the pregnant woman and mother-to-be receive all the supplementary nutrients she needs to support the exceptional health of her baby. After the delivery of the baby, Bond will be developing a marketing program loosely designed after the Gatorade program, “is it in you?” The core message in the Bond marketing program will be to educate and motivate the woman to consume the correct dietary supplements that will be transferred to the baby during nursing. The milk of nursing mothers is the only nutrition the baby will receive for many months. The nutritional quality of the breast milk is entirely dependent upon the mother’s bodily nutrient stores and what she consumes on a daily basis. The breast milk content of unique and essential fatty acids, amino acids, minerals, and other critical elements can be safely enhanced by providing superior nutrition with dietary supplements. For example, it has been researched and cited that the infant who receives adequate fatty acids such as docosahexaenoic acid (DHA) found in fish has a higher IQ when older, as much as 8 IQ points. If one looks at the nutrition facts panel on infant formulas you will see that there are several nutrients that have never been put into a nursing mother’s dietary regimen, e.g., taurine, choline, DHA/ARA (arachidonic acid - another fatty acid needed for health), etc. It is Bond’s intent to be the category leader in the prenatal and postnatal dietary supplement marketplace by providing these unique and rarely used nutrients. These nutrients are regarded by experts as essential for adequate infant growth, health, and mental function. It is also believed that the drain on the mother’s body for these nutrients leads to fatigue - both physical and mental. By supplementing the mother with these unique nutrients her energy levels will be improved and sustained and thus her feeling of well-being.

Weight-loss and Mood Enhancement Products after the Baby Arrives

After the baby arrives, most mothers find that they have gained both the weight of the baby and a considerable amount of other weight. If they are nursing, they will usually wait until after they have stopped nursing before they start a weight-loss program. In addition to losing weight, there are a significant number of women who experience postpartum depression (a form of depression that occurs after the baby has been delivered.) There are currently no nutritional supplements that have been designed to address this form of depression.

Again, Bond Laboratories will build upon its solid reputation for marketing safe, effective products and offer weight-loss products that increase feelings of energy and assist the body in losing weight. The core ingredient in the weight loss products will be Caffenol Pure ^TM , and Super Citrimax Clinical Strength. The weight loss tablet product will be very similar to the product that has been already introduced to seniors and the weight loss snack will be very similar to the Snack Bites for Health ^TM . The unique difference for the weight loss tablets is that they will also contain special nutrients that improve mood and help fight depression. These nutrients include specific amino acids, specific vitamins and minerals, DHA, and what are considered as conditionally essential nutrients such as taurine and choline. The unique modifications for the snack bites will include special mood-enhancing derivatives of chocolate.

BUSINESS STRATEGY

The Opportunity and Vision for Bond Laboratories:

Establish a company with the ability to maximize sales at all levels of the product life cycle.

·	Build an R&D facility based on the experience of Management to facilitate internal ideas and ‘orphan’ product development.

·	Control manufacturing by acquiring limited equipment that is specific in nature to products that have already proved market capabilities.

·	Build a Distribution Network by partnering in advance with centers of influence in each of the key segments of Nutritional Supplement marketing.

Focusing Upon Successful Products - and Dosage Forms

Bond is focusing upon developing and deployment of niche products in dosage forms that are pleasing (branded and contract manufacturing); niche products that have very unique selling propositions (USPs) and intellectual property (branding, patents, trade secrets, and early-in-life cycle positioning) power. The Company strategy is to:

1. Manufacture unique dosage forms, specifically powders in convenient single serving dosage forms, e.g., effervescent drink powders, children’s nutraceutical drink powders, Rx and OTC drug products, and related products. These will be in the forms of both branded products and in private label (contract manufacturing) products.

2. Create and deploy in the marketplace(s) unique and innovative products that initiate immediate repeat purchases from the consumer because they are highly effective at producing recognizable effects upon health, well-being, energy, mental focus, athletic performance, and self-image in a relatively short period of time. These will be in branded formats, private label formats, and contract manufacturing formats. The Company will manage the life cycle of its unique intellectual property products (and processes) from new-to-market through the mature state. (This latter stage of product life cycle is when products become more generic and less costly.)

3. Acquire orphan or widow products or brands to enhance the Company portfolio. This third part of the Company’s business strategy is very similar to that of Prestige Brands (http://www.prestigebrands.com/aboutus-his.htm,) except for the fact that the Company will focus upon the nutraceutical marketplace. These are products that have somehow been under-capitalized or poorly managed. They require the skill of industry experts to administer the “paddles” to resuscitate the product or company and improve net profits through innovation not just through slicing and dicing the business structure.

The typical barriers to entry for start up products like the constraints of manufacturing and distribution still exist, but acceptance to new and innovative formulations is creating a more level playing field.

Bond Laboratories is positioned to enter the forefront of the Nutraceutical Supplements business by identify and nurturing new product development and focusing on alternative delivery platforms for existing formulations vs. the traditional pill/capsule methods, which have proved to be overwhelming and often difficult for the consuming public to digest. With a management team that has extensive relationships and experience in all aspects of the Nutritional Supplement business including; research and development; contract manufacturing; distribution; and marketing on an international level, the Company believes it can create a environment that nurtures unique ideas to profitability and assists them in overcoming the typical constraints that make barriers to entry so difficult.

The Nutritional Supplements Industry is dominated by numerous small inventors and entrepreneurs with innovative product ideas, (orphan products), but little or no market experience; and a few major Distribution companies:

A doctor here, a dietician there, a pharmacist or a nurse watch the activities of their patients and envision a product that could make life easier, less stressful and more enjoyable. Some of these people take the steps to formulate a sample or proto-type of their vision. With enough positive feedback, a few will try to bring the new formulation to the public. But, the barriers to market entry keep numerous small start-up companies with good product ideas from succeeding. They lack a large enough distribution channel to justify production levels necessary to achieve profitability.

·	On the other end of the spectrum are Large Distribution Companies, predominantly comprised of Wholesale companies supplying mass retailers with branded products or private label programs, and Direct to Consumer MLM’s, (Multi Level Marketers).

The lifecycle of a typical Nutritional Supplement Product begins with the entrepreneur. Should they be lucky enough to succeed through the difficult start up stages, bring their product to market and achieve sales volume high enough to reach cost effect production, they can expect to capture between 5% and 10% of the potential market. The balance will go to Large Distributors who will have slight variations of the original product developed for them and proceed to capture the lion’s share of the market through Private Label Programs for Major Retailers, Direct to Consumer and Multi-Level Marketing companies.

A. P RODUCT D EVELOPMENT S TAGES

Phase One: Branded and Contract Product Manufacturing - Individual Serving Powders

The Company will acquire manufacturing space and the equipment necessary to manufacture single-serving powder products. These include: effervescent powder drink mixes (energy and electrolyte/vitamin,) children’s multivitamin-mineral “pixie sticks,” children’s and tweens multivitamin-mineral drink mixes, and related products. The products will be both branded and contract manufactured. The Company has over thirty products in various stages of development at this time. This phase will allow the Company to grow by offering a unique packaging format to qualified companies as well as for the Company’s branded products.

Phase Two: Protected Intellectual Property Products

At the current time, the executive team is developing weight loss and diet products and condition-specific products (migraine, visual impairment, cognitive dysfunction, immune enhancement, and vanity-related products.) At this time, all of the products the Company is researching are protected by either trade secret or patent. This phase will allow the Company to grow by offering innovative products either for sale directly to the consumer or through licensing.

Phase Three: Orphans and Widows

During Phase Three, the Company will acquire products or companies that have either been undercapitalized or poorly managed. This phase will allow the Company to grow by acquisition and offering the muscle to take the orphans and widows to greater levels of success.

THE MARKET.

A. NUTRACEUTICAL AND DIETARY SUPPLEMENTS INDUSTRY OVERVIEW

Due to the increasing prices of healthcare and rising longevity, consumers are purchasing nutraceutical dietary supplements in record numbers for prevention and health maintenance. At the same time, the dynamics of the industry itself are changing. Historically, these products have used a pill or capsule delivery method, which when increased in daily consumption, has proved to have a negative effect of the stomach. Major firms in the industry are looking to develop an alternative delivery platform for their products.

There has been a steady migration from the solid dosage forms, i.e., capsules, tablets, and softgels, to more organoleptically (pleasant tasting and sensory gratifying) dosage forms. Research has shown that there is a limit to the number of solid dosage forms a person willingly consumes each day. The vast majority of consumers will digest five or less solid dosage forms per day without much hesitation. Compliance to dietary supplement regimens that dictate the consumption of more than five per day is very weak. As people age, and are required to consume solid dosage form medications, the number of dietary supplements they consume will either remain at five or less, or even decrease.

Industry experts refer to this as “pill fatigue”.

This fatigue factor has resulted in a dramatic and significant shift in buying habits by those people who wish to improve their health with dietary supplements. There is a limit to the number of pills, capsules or tablets a person will comfortably consume each day. Thus, the dietary supplement consumers (about 70% of U.S. population) are now shifting their buying power to alternative dosage forms, loosely referred to as functional foods. In addition to this, a remarkable phenomenon has occurred. People who do not usually focus upon consuming dietary supplements for healthful purposes are now actively seeking products that offer some type of healthful benefit. They are adding to the buying power in the marketplace. This layered-on group of buyers is focused upon the energy enhancing effects of functional foods.

Functional foods represent a convenient and tasty way for people to enrich their diet, reinforce the feeling they are making healthy dietary choices, and provide nutritional diversity and richness to their food intake. Witness the rapid and sustained growth of the children’s gummy vitamin products (e.g., the vitamin gummy bears,) powdered vitamin C drink products (e.g., Alacer’s Emergen-C,) energy and diet bars (e.g., too numerous to mention brands,) and a variety of nutraceutical drink products (e.g., Red Bull, SoBe, and others.) This broad category, loosely characterized as functional foods, has been broadly accepted by the consumer, embraced by small and large companies, with less stringent regulation by the U.S.F.D.A.

B . C OMPETITION & C OMPETITIVE A DVANTAGES

Bond Laboratories will inevitably encounter competition in each market that they enter. Patent applications that cover new embodiments of technology will be pursued wherever possible. While the Company cannot assure that the patents and applications will block competitive products, they should help the company become a significant participant in the marketplace.

The industry leader is Red Bull with annual sales of approximately $1 billion. The other leaders in the category include Monster, (manufactured and distributed by Hanson Beverages), RockStar, (now distributed by Coca Cola along with its own brand ‘Full Throttle’), Amp, (manufactured and distributed by Pepsi) and SoBe, (also manufactured and distributed by Pepsi). Recognizing that it would be financially impossible to purchase shelf space in grocery stores or 7/11 stores on a competitive basis, the Company will be marketing ‘fusion’ to college students directly with an emphasis on a new form of delivery, higher quality and superior taste.

98% of all energy products are sold in cans. Fusion is sold as a powder in a convenient vial, which is poured into cold water at the time of consumption. This gives ‘fusion’ a major advantage that is stressed to the consumers in all marketing materials. Not only is it easier to carry around a small tube or two, vs. several cans, (which must stay cold), but cans use science and technology from over ten years ago. Since 1995, there have been great discoveries in energy producing nutrients. More important, studies have clearly demonstrated that most ingredients are not stable in normal beverage products and that the longer they stay in contact with liquid, the less potent they become. These sensitive substances begin to degrade and lose strength almost immediately when mixed with liquid at the time of production. Shelf life and exposure to light promote further loss of their potency, not to mention how the negative impact interaction with the aluminum can produces.

Fusion is being marketed as the new technology for ‘energy on demand’ to a generation that responds very positively to this kind of message. In addition, because fusion is in a powder, its usage can be expanded far beyond simple consumption as a liquid like a can. The Web Site for product line, “got-fusion.com” highlights recipes that include mixing the powder with not only cold water, but with alternatives such as plain yogurt for breakfast, vanilla ice cream, lemonade, ice tea as well as a substitute ingredient for baking sugar cookies.

Packaging

Effective packaging can be one of the most cost effecting marketing campaigns. ‘Fusion’ is being sold in Five and Twenty Packs.

The competition is sold in stores in single cans and in 4-packs. A single can of Red Bull or RockStar retails for $1.85-$1.99. A 4-pack retails for $7.50-$7.99. One Vial of ‘fusion’ mixed with 8 oz. of cold water is the equivalent to one can of a competitors drink in volume and ‘buzz’ factor. Fusion is offered:

·	3-Vial Starter set, (one vial of each flavor), with 3 cups and 3 stirrers for $5.00

·	5-Vial Weekend set, with 5 cups and 5 stirrers for $7.50 - $10.00 depending on the venue. (If ordered on the internet, the 5-pack sells for $7.75 plus shipping and tax where applicable.

·	20-Vial set of an individual flavor for $25.00

Initial Market Reception to Fusion

Fusion was initially targeted at two different market segments: College students and Baby Boomers.

Statistics showed that the majority of energy products were consumed in social environments, (like bars and clubs) and as a replacement for coffee.

College Market - Give-away cards were distributed at San Diego State University and the University of California at San Diego in February and March of 2006. The card required the student to log on to the Company web-site to be sent a free sample pack. 2,500 cards were handed out at each school with approximately 350 students logging on to the site and providing their mailing address to receive samples, which equated to 14% at each location.

Unfortunately, there was very little follow through of actual purchases of product on the web site and management concluded that the college market was well trained to receive free product, but that energy products are spontaneous purchases and were not willing to wait for delivery.

Baby Boomers - The Company purchased booth space at three of the largest Street Fairs in greater San Diego; the Encinitas Street Fair, The Carlsbad Street Fair and the Escondido Street Fair. Following the ‘Costco’ model of ‘sample and sell’, 1-2 ounce samples were handed out. 16 ounce pre-mixed cups were sold for $1.50 and boxes of 5 tubes were sold for $7.50. Customers were encouraged to purchase a cup and walk around the fair for approximately 30 minutes to begin to appreciate the great feeling that Fusion would give them. They could then come back with the empty cup and get a $1.50 credit towards the purchase of the box of 5 tubes. The results were excellent:

Event	Samples		Cups		Sell Thru			Boxes		Sell Thru
Encinitas Street Faire		2600		250		9.62	%		58		23.20	%
Carlsbad Street Faire		2800		265		9.46	%		66		24.91	%
Escondido Street Fair		1900		165		8.68	%		45		27.27	%

Based on the results of these street fairs and follow through sales on the internet, the target customer has been defined as male or female between the ages of 25 - 60 and is promoted as a positive replacement to coffee.

Feedback from customers confirms that although Fusion is initially thought of as an energy drink, it is far superior; not only increasing energy, but providing a kind of euphoric feeling without the typical jitters or crash associated with traditional energy drinks.

The Power of Bond Laboratories Research and Development

Bond Laboratories has employed the skills of two of the leading formulators in the nutraceutical industry to research, develop, and manage the manufacturing of their products. These two nutraceutical experts have created products for some of the household names of marketing and retailing, including: Wal*Mart; Costco; NSA; Mannatech; Mary Kay; Herbalife; Leiner Health Products; CVS; QVC; and numerous other world-class companies. These two experts are now devoting their significant skills to Bond Laboratories to create state-of-the-art dietary supplements and functional foods that address the needs of eager-to-buy niche consumers in underserved markets.

C. MANUFACTURING, PRODUCTION, AND QUALITY CONTROL

Instead of being an obstacle for promising innovations, Bond intends to become a kind of incubator for start-ups in the Supplement business. The common element between the major distributors and the small entrepreneurs are the Contract Manufacturers, who produce most of the products on the market today. The majority of their business is made up of high volume commodity products for Branded Distribution Companies that do no manufacturing of their own. Thus, start up companies find themselves vying for production time from the same contract manufacturers that supply their largest potential competitors. In fact, most of these Distribution companies do little or no research and development of their own, relying instead upon innovations from the Contract Manufacturers or copying successful entries to the marketplace from entrepreneurs and small start-up companies.

The result is that innovative start-up companies eat up the majority of their capital on the high cost of formulation and small runs of pre-production lots, provided they can find a contract manufacturer that has the time and capacity to take on smaller new clients. Initial marketing and distribution costs use up the remainder of their capital, often preventing them from achieving enough market penetration to reach the economies of scale necessary for sustained success. If they do get to market with a product with ‘legs’, it is inevitable the larger players will undercut them with similar products very quickly.

Private Label and Contract Manufacturing Opportunities Abound

While there is an abundance of capsule and tablet manufacturers in the nutraceutical marketplace, there is a tremendous scarcity of companies capable of formulating and packaging products in the individual serving format. Numerous companies desire to have products that are more convenient than bulk packaged items. They wish to offer to the consumer convenience-oriented, single serving products either for retail sale or for promotional initiatives. The Company will be a very attractive partner for the manufacture of this unique packaging. In addition to having the skills and the innovative product offerings, the Company will have an environmental advantage, i.e., facility located in a very dry environment. Virtually all the companies that manufacture powders, and especially moisture-sensitive powders, have their facilities located in humid areas. It is very expensive to maintain a low humidity manufacturing environment in humid geographical areas. As the cost of energy continues to increase, the cost bar for manufacturing moisture-sensitive products also increases. The advantage to manufacturing powder products in a low relative humidity environment means the manufacturing costs are less and the product quality is superior. As other companies may seek to provide this type of packaging format, they will have to compete with us, and we will have a significant cost-competitive advantage due to desirable environmental conditions.

D. DISTRIBUTION NETWORK

Pre-established Distribution Network

In the Nutritional Supplement business, it is difficult to bring a new product to market and sustain differentiation because the base materials are typically available in the public domain. (Patented materials are rarely if ever marketed directly by the company that did the development work or sold to an exclusive end user.) If a start-up company overcomes the obstacles that typically cause failure, like insufficient capital or lack of strong marketing relationships to get their product into the hands of the consuming public, they often find themselves competing with a major Distribution Company that has brought their own version of the start-up company’s new product to market several months after their initial product launch, often at a less expensive retail price because of their ability to begin production at cost effective levels.

Not only will the company be able to offer a level of research and development expertise that would normally be unavailable to these entrepreneurs, management anticipates directing their products to marketing and distribution through its pre-existing relationships. Successful in its initial campaign, (5% - 10% market share), Bond can then capture the contract manufacturing business for the major distribution companies that will be looking to enter the market with a similar product, (90% - 95% market share), maximizing the total potential of a products lifecycle vs. just the initial introduction stages . All services will be offered to customers on a Fee for Services basis with an ownership participation option in successful products.

Partners vs. Representation

Most new companies conceive an idea, test market and then seek out a distributor or attempt to get retail space directly. This means that the brokers who will represent and support the new product through the distribution channels are not directly involved in the development of the product or emotionally invested in the lifecycle of the product. By contrast, Bond is partnering in advance with well established brokers in each of the five major areas of distribution, not only contracting for their services at market rates, but incentivizing them with equity in the company that they can vest into over the course of the success of each products life. Too often, the product representative opens the difficult door for a new product/company, only to watch them grow substantially, but not getting the opportunity to participate in the increased overall value of the ‘brand’, due to their initial and ongoing efforts. Management believes that as initial shareholders in the Company, these distributors will keep its products at the top of their priority list and take every effort to make sure that new ideas and concepts are being considered by Bond before anyone else.

E. ADVERTISING AND MARKETING

Unique Market Segments; Niches and Gaps

The nutraceutical and functional food marketplace is rich with groups of consumers that make up unique market segments. These niches have consumers that are driven to obtain products that address their specific needs. Consumers within these segments seek products that may or may not be available from the Food, Drug, and Mass marketplace, but are not specifically formulated or marketed to their unique group. These consumers are usually early adopters who are anxious to try new products. The caveat is that the new products need to be very focused upon the succinct needs of the niche consumers. The gaps in the product offerings for the niches are waiting to be filled by Bond Laboratories, Inc.

The most prominent and profitable Unique Market Segments are Energy, Pain Relief and Weight-loss. These three mega-niches command extremely high revenue generation and typically have meteoric sales for correctly formulated and targeted products. Since the demise of Ephedra as a key ingredient in energy and weight loss tablets, capsules, powdered drink mixes, liquids, and functional foods, the consumer has been searching for effective alternatives. The result is a $1 billion gap in the Weight Loss category alone.

F. GOVERNMENT REGULATIONS

G. INTERNATIONAL INFLUENCES

The Company is seeking to establish an international sales base. International operations and exports to foreign markets are subject to all of the risks generally associated with doing business abroad, such as foreign government regulation, economic conditions, currency fluctuations, duties and taxes, political unrest and disruptions or delays in shipments. These factors, among others, could influence the Company’s ability to sell its merchandise in international markets. If any such factors were to render the conduct of the business in a particular country undesirable or impracticable, there could be a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the majority of the Company’s sales are derived from the U.S., and most of the Company’s current information on buying patterns and customer preferences are based on its customers in the U.S. As a result, predicting foreign consumer demand may be more difficult for the Company than predicting U.S. consumer preferences, and there can be no assurance that the Company’s merchandise or marketing efforts will be successful in foreign markets.

Our business extends to the sale of products in foreign markets. Potential future foreign markets have different regulations related to the environment, labor relations, currency fluctuations, exchange controls, customs, foreign tax increases, import and export, investment and taxation which will also subject us to increased regulation costs and possibly fines or restrictions on conducting our operations. Currency fluctuations may have an effect on our current activities, in that revenues are generally tied to the U.S. dollar. A weakening of the U.S. dollar (or other foreign currencies) may have an adverse material effect on the financial condition of the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The following discussion and analysis of our plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under the heading of “Risk Factors” and elsewhere in this prospectus.

Plan of Operations

We were incorporated in Nevada in July of 2005. The focus of the company has always been to develop an alternative nutraceutical dietary supplement delivery platform vs. antiquated capsules and pills. Two trends have lead Management to believe an enormous window of opportunity was developing in the supplement business that would change consumers’ purchasing habits across the board:

With the constant increase in healthcare, consumers were going to focus on prevention in greater numbers, to reduce the costs of eventual treatment, increasing their commitment and consumption of dietary supplements.

Consumers are living longer, but as they get older, their stomach’s ability to process capsules and pills reduces. In fact, delivery of supplements through the stomach is one of the least effective ways for the body to get the benefits of the ingredients. It is not unusual for 75%+ of the contents to dissipate through the liver before traveling to the parts of the body it is intended for.

In September of 2005, we assembled a core group of individuals with extensive backgrounds and experience in the Nutraceutical Supplement business to form our development team. As we were relying upon limited funds from one of the principles and a few individuals who had invested with him in the past, everyone was brought on in a consulting capacity enabling us to maximize our cash by paying for only time actually used. Several of these people were also granted founders shares. This kept our initial overhead below $20,000 per month.

It was concluded early on, that the Company should limit its focus to the three largest SKU’s in the Supplement business; Energy, Pain Relief and Diet. The Company would not focus on commodity products like individual Vitamins A, B, C, D, E, etc… as they remain very low margin products with numerous large competitors dominating the space. Of these three categories, it was determined that Energy would be the easiest and least expensive product line to introduce first, at the same time enabling the Company to explore the challenges of delivering ingredients through a powder vs. traditional capsules and pills.

When we first began our research, there were over 100 Energy drinks on the market, but only a handful of powders, of which two dominated the retail market; Zipfizz and Rip It, (an extension of the Rip It Energy Drink). Zipfizz sold 20 million individual serving tubes in 2005. Having determined that the largest groups of consumers of Energy drinks were between the ages of 18 and 30 with the majority of those between 18 and 22, we decided to go target the college markets first. From September through December we worked on formulations, branding and packaging. The name for the product we selected was Fusion. Three flavors were developed, Atomic (a lemon line flavor similar to existing energy drinks on the market), Sunrise, (a tangerine/orange flavor and Cosmo, (a strawberry punch).

In January of 2006 we completed our packaging, determined pricing and contracted with a laboratory in Arizona to manufacture our first production. We began our first test marketing in February at San Diego State University and the University of California at San Diego. Cards were handed out on campus that invited the students to log onto our web site to receive a free sample box of Fusion. Approximately 4,000 cards were dispersed that resulted in over 400 responses, a very high percentage based on the fact that the students actually had to hold onto the card until they got home and then log onto the web site and provide their personal contact information.

From inception to test marketing we expended approximately $150,000.

With close to a 10% response rate on our ‘Give Away’ cards, we projected that approximately 10% of those individuals would become customers and place replacement orders. We were quite disappointed when less than 1% followed through and were forced to go back and revisit our assumptions. We concluded that there were three areas that would account for the limited results:

·	Taste/energy level achieved

Price

·	Distribution method

In April we decided to test a new distribution model by selling Fusion at a few local street fairs. We handed out 2 ounce samples, sold 16 ounce pre-mixed cups and box sets of 5 tubes, cups and a stirrer. These results were far more positive. At each fair, we handed out approximately 2,000 samples, sold approximately 200+ cups and about 50 boxes. In each box was a card explaining how to re-order Fusion from our web site, which several customers continued to do.

We revamped our marketing and distribution model. Our target consumer became adults between the ages of 25 and 60. It was also determined that needed develop a distribution network in advance of bringing the product to market and that we must take control of our production. To accomplish the first of these steps, we decided to offer equity to certain groups that had distribution relationships in the retail outlets that cater to our newly defined target market. They vest into their ownership based on their success. We have not asked them to discount their services.

In July, we signed a lease for a 1,850 sq. ft. warehouse in Murrieta, CA. Blending and Packaging equipment orders were placed with November delivery dates. By the end of November, we anticipate having the warehouse being a fully functional R&D/Manufacturing/Production lab. Proto-type packaging is being developed simultaneously. The combined cost of the equipment, raw materials and packaging equipment will be $150,000. The effect of taking control of our own production will reduce our cost of goods sold by close to 30%.

Our sales to date have been limited to street fairs and internet orders. Although insignificant in size, these sales have enabled us to identify our true target customer for the product and attract interest from several potential distributors of the product. More important, these distributors lack product lines in Energy, Pain Relief or Diet, but have very positive relationships with their customer bases, enabling them to extend their product offering and allowing the Company to ride on their positive reputations.

We have been dependent upon funding from certain stockholders to sustain our operations. As of August 20, 2006, we owed these stockholders approximately $390,000. These stockholders are under no obligation to continue to provide funding to us. These stockholders have provided us with oral assurances that they will continue funding our operations up to an additional $375,000. However, we have no legally binding assurance that they will continue funding us in the near-term or that the amount, timing and duration of funding from these stockholders will be adequate to sustain our operations. Our only outstanding debt aside for these loans is the accrued salary and expenses of our President which totaled $160,000 as of August 1, 2006. None of the proceeds from this offering will be used to pay back any loans and our President has agreed to leave his unpaid salary and expenses on the books until we have raised a minimum of $1 million. Our current cash balance will not be sufficient to repay the obligations as they are currently recognized.

Our budget through the year 2006 does not rely on proceeds from this offering, or on any funds received through exercise of our warrants. However, it does assume that the $375,000 committed from existing shareholders is received. All new capital inflows will enable us to accelerate our product development, tests and provide us with an opportunity to commence contract manufacturing ahead of schedule and to expand our pipe line of product candidates.

Completion of these projects as well as our ability to satisfy our operational and overhead expense requirements beyond 2006 is dependent on our raising additional capital. Should we fail to generate sufficient cash inflows either from operations or through future equity or debt sales, we may not be able to implement our business plan, complete any of these projects, or sustain our operations through the second quarter of 2007.

Further product development and fulfillment of the distribution channels we are planning to pursue will require us to use the funds received through this offering. The research and development/product development and full production costs will total approximately $2,000,000 to fulfill our strategic goals.

As discussed in our risk factors, our business operates in a highly competitive environment. Continued economic slowdown as a result of terrorist attacks, market decline, the war in Iraq, or a combination thereof appears to have resulted in a general reduction of external capital available to start-up nutraceutical companies. In addition, new products or delivery platforms could be developed which could compete directly with our product candidates, significantly reducing our potential revenue stream.

Overhead Costs. The Company estimates that our overhead costs over the next two years will amount to approximately three million dollars, categorized as follows:

Approximately $1,100,000 for laboratory rent, equipment, maintenance and materials;

Approximately $900,000 for administrative expenses including salaries, office rent and maintenance;

Approximately $1,000,000 in marketing, legal and other expenses, including trademark filling fees, financing costs and professional fees.

Results of operations

We are a development stage company and have generated limited revenues from sales of our first product, Fusion. For the years ended December 31, 2005 we generated no sales. During the first six months of 2006, we had sales of $4,100. Our future revenue plan is uncertain and is depended on our ability to effectively introduce our products to our target consumers, generate sales and obtain contract manufacturing opportunities. The margin for nutraceutical supplement products depends on the distribution market. In warehouse clubs, the wholesale margin is less than 30%. In Mass retail which would include Grocery and convenience stores, the margins are 40%+. In MLM, (Multi-level Marketing), and Direct to Consumer, the margins are 50%+. Margins for Contract Manufacturing are 20-30%.

The Company incurred losses of approximately $182,000, and $154,000 for the six-month period ended June 30, 2006 and for the year ended December 31, 2005, respectively. Our losses since our inception through June 30, 2006 amounted to $336,000. The increase in the loss from 2005 to 2006 reflects our investment in product development, packaging, contract manufacturing and marketing. Once our warehouse is fully functional and we retain a marketing director, our monthly operating expenses are expected to grow to $75,000.

Liquidity and Capital Resources

The Company has maintained a minimum of three months of working capital in the bank since September of 2005. This figure was determined to allow for an adequate amount of time to secure additional funds from investors as needed. To date, the Company has succeeded in securing capital as needed, but there is no guarantee this will continue. As of June, 2006, the required amount was approximately $60,000, ($20,000 per month with the President accruing his salary). The company had a balance of $90,000+ in its bank account at the end of June 2006. Because the Company continues to rely upon private investors for additional capital to grow the business, it can not and will not accept trade credit from any vendors. All significant purchases are pre-paid or a 50% deposit is made with the balance available in the bank account.

We believe we will have to rely on public and private equity and debt financings to fund our liquidity requirements over the intermediate term. We may be unable to obtain any required additional financings on terms favorable to us or at all. If adequate funds are not available on acceptable terms, and if cash and cash equivalents together with any income generated from operations fall short of our liquidity requirements, we may be unable to sustain operations. Continued negative cash flows could create substantial doubt regarding our ability to fully implement our business plan and could render us unable to expand our operations, successfully promote our brand, develop our products and respond to competitive pressures or take advantage of acquisition opportunities, any of which may have a material adverse effect on our business. If we raise additional funds through the issuance of equity securities, our stockholders may experience dilution of their ownership interest, and the newly issued securities may have rights superior to those of our common stock. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, including limitations on the payments of dividends.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. When preparing our financial statements, we make estimates and judgments that affect the reported amounts on our balance sheets and income statements, and our related disclosure about contingent assets and liabilities. We continually evaluate our estimates, including those related to revenue, allowance for doubtful accounts, reserves for income taxes, and litigation. We base our estimates on historical experience and on various other assumptions, which we believe to be reasonable in order to form the basis for making judgments about the carrying values of assets and liabilities that are not readily ascertained from other sources. Actual results may deviate from these estimates if alternative assumptions or condition are used.

Revenue Recognition

Revenue recognized when from product sales is recognized when product is shipped. Revenue from sales of the product is recorded when shipped and title has passed, and the Company has no further obligation.

Trademarks and Other Intangible Assets

Trademarks with finite useful lives are stated at cost and are amortized using the straight-line method over the remaining useful lives, ranging from twelve to nineteen years.

The Company evaluates the remaining useful life of intangible assets with finite useful lives each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the evaluation determines that the intangible asset’s remaining useful life has changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. The Company evaluates its intangible assets with finite useful lives for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. The testing for impairment includes evaluating the undiscounted cash flows of the asset and the remaining period of amortization or useful life. The factors used in evaluating the undiscounted cash flows include projected future operating results and cash flows and any other material factors that may effect the continuity or the usefulness of the asset. If impairment exists, the intangible asset is written down to its fair value based upon discounted cash flows.

Assets with infinite lives include manufacturing process which is stated at costs and is not amortized, but tested for impairment at least annually as of December 31 or between annual tests if an event occurs or changes in circumstances that would indicate that the carrying amount may not be recoverable. The testing for impairment includes evaluating the undiscounted cash flows of the asset. The factors used in evaluating the undiscounted cash flows include projected future operating results and cash flows and any other material factors that may effect the continuity or the usefulness of the asset. If impairment exists, the intangible asset is written down to its fair value based upon discounted cash flows.

FAS 141

Accounting for Intangible Assets

Initial Recognition and Measurement of Intangible Assets

An intangible asset that is acquired either individually or with a group of other assets (but not those acquired in a business combination) shall be initially recognized and measured based on its fair value. General concepts related to the initial measurement of assets acquired in exchange transactions, including intangible assets, are provided in paragraphs 5-7 of Statement 141. The cost of a group of assets acquired in a transaction other than a business combination shall be allocated to the individual assets acquired based on their relative fair values and shall not give rise to goodwill. Intangible assets acquired in a business combination are initially recognized and measured in accordance with Statement 141.

Determining the Useful Life of an Intangible Asset

The accounting for a recognized intangible asset is based on its useful life to the reporting entity. An intangible asset with a finite useful life is amortized; an intangible asset with an indefinite useful life is not amortized. The useful life of an intangible asset to an entity is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of that entity. The estimate of the useful life of an intangible asset to an entity shall be based on an analysis of all pertinent factors, in particular:

a. The expected use of the asset by the entity

b. The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate (such as mineral rights to depleting assets)

c. Any legal, regulatory, or contractual provisions that may limit the useful life

d. Any legal, regulatory, or contractual provisions that enable renewal or extension of the asset’s legal or contractual life without substantial cost (provided there is evidence to support renewal or extension and renewal or extension can be accomplished without material modifications of the existing terms and conditions)

e. The effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels)

f. The level of maintenance expenditures required to obtain the expected future cash flows from the asset (for example, a material level of required maintenance in relation to the carrying amount of the asset may suggest a very limited useful life). If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean infinite. Appendix A includes illustrative examples of different intangible assets and how they should be accounted for in accordance with this Statement, including determining whether the useful life of an intangible asset is indefinite.

In accordance with SFAS 141 Goodwill and other intangible assets the company capitalized the logo and website. The company measured the fair value at the cost of the development of the logo and website. The company conservatively valued this at historical cost basis. Further the intangible asset gave rise to subsequent and future cash flow as reported in our June 30, 2006 interim financial statements. During this interim period of June 30, 2006 the company recognized nearly 5,000 in revenue and has continued to recognize revenue through out the fiscal period. The Company paid for the website and logo to create a brand awareness of its infusion product. Through this brand awareness the company has successfully generated ecommerce sales through its website and logo exposure.

Net Income (Loss) Per Share

The Company has presented basic and diluted net income (loss) per share pursuant to SFAS No. 128, “Earnings per Share,” and the Securities and Exchange Commission SAB No. 98. In accordance with SFAS No. 128, basic net income (loss) per share has been 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 share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options, which would result in the issuance of shares of common stock.

Basic and diluted loss per share is based on the net loss divided by the weighted average number of common shares outstanding during the period. No effect has been given to outstanding potential common shares such as options, warrants and convertible instruments in the diluted computation as their effect would be antidilutive.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the extension of credit to the Company.

DESCRIPTION OF PROPERTY

The Company operates as a company headquartered in Solana Beach, CA. On May 17, 2006, the Company signed a one year lease to rent space for $1,570 per month. On July 3, 2006 the company entered into a lease for 1,875 of office warehouse space in Murrieta, CA. The term of the lease is for two years with rent of $1968.75 per month beginning September 1, 2006.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 28 registered shareholders.

Rule 144 Shares

Apart from the founder’s shares, most of our common stock will be available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933, as amended. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company’s common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1. 1% of the number of shares of the company’s common stock then outstanding which, in our case, will equal approximately 60,000 shares of common stock as of the date of this prospectus; or

2. the average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about our company.

Under Rule 144(k), a person who is not one of our company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Stock Option Grants

Registration Rights

We have not granted registration rights to our shareholders or to any other persons.

INTERESTS OF NAMED EXPERTS AND COUNSEL

None of the experts named herein was or is a promoter, underwriter, voting trustee, director, officer or employee of our company. Further, none of the experts was hired on a contingent basis and none of the experts named herein will receive a direct or indirect interest in our company.

Legal Matters

The validity of the common stock offered hereby will be passed upon for us by our independent legal counsel, Joseph I. Emas, Esq., 1224 Washington Avenue, Miami Beach, Florida.

Accounting Matters

Our financial statements as of December 31, 2005, included in this prospectus have been audited by Jewett Schwartz & Associates, an independent Registered Public Accounting Firm, as set forth in their report included herein, which contains an explanatory paragraph relating to the existence of substantial doubt about our ability to continue as a going concern. The financial statements referred to above are included in reliance on the report of such firm given on their authority as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended December 31, 2005.

We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.

ADDITIONAL INFORMATION

Currently, we are not required to deliver our annual report to security holders. However, we will voluntarily send an annual report, including audited financial statements, to any shareholder that requests it. We are subject to the information requirements of the Securities Exchange Act of 1934 and in accordance therewith will file reports, proxy statements and other information with the Commission and provide shareholders with the information required under the Securities Act of 1934.

We are filing this registration statement on form SB-2 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. Statements made in this registration statement are summaries of the material terms of the referenced contracts, agreements or documents of Bond Corp. and are not necessarily complete. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving Bond Corp., and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.

BOND LABORATORIES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2005

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm		2

Balance Sheets		3

Statements of Operations		4

Statements of Changes in Shareholders’ Deficiency		5

Statements of Cash Flows		6

Notes to Financial Statements		7 - 13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the board of directors and shareholders of

Bond Laboratories, Inc.

We have audited the accompanying balance sheet of Bond Laboratories, Inc. (A Development Stage Company) as of December 31, 2005 and the related statements of operations, changes in shareholders' deficiency and cash flows for the period ended from July 16, 2005 (inception) through December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bond Laboratories, Inc. (A Development Stage Company) for the period from July 26, 2005 (inception) through December 31, 2005 and the results of its operations and its cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.

These financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has operating and liquidity concerns, has incurred in net loss of $153,735 during the period July 26, 2005 through December 31, 2005. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, Management is proposing to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.

/s/ Jewett, Schwartz & Associates

Hollywood, Florida

August 24, 2006

BOND LABORATORIES, INC.
(A Development Stage Company)

BALANCE SHEET

	December 31, 2005

ASSETS

CURRENT ASSETS
Cash	$	35,309
Total current assets		35,309

Intangible Assets- Net		6,925


TOTAL ASSETS	$	42,234

LIABILITIES AND STOCKHOLDERS' DEFICIT:

CURRENT LIABILITIES:
Accounts payable	$	4,081
Accrued liabilities		80,000
Total current Liabilities		84,081
Loans payable - Related Party		111,868

Total Liabilities		195,949

STOCKHOLDERS' DEFICIT:
Common stock, $.01 par value, 2,000 shares
authorized 2,000 issued and outstanding		20
Accumulated deficit		(153,735	)
Total stockholders' deficit		(153,715	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	42,234

See accompaying notes to financial statements.

BOND LABORATORIES, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS

	For the Period
	from July 26, 2005
	(inception) to
	December 31, 2005

REVENUES:

Revenue		-
Total		-

OPERATING EXPENSES:
General and Administrative		140,038
Selling and Marketing		161
Total operating expenses		140,199
OPERATING LOSS		(140,199	)

OTHER INCOME AND (EXPENSES)
Interest Expense		(1,613	)
Research and Development		(11,923	)
Total other expense		(13,536	)

LOSS BEFORE INCOME TAXES		(153,735	)

INCOME TAX (BENEFIT) PROVISION		-

NET LOSS	$	(153,735	)



Weighted average common shares outstanding
Basic and diluted		2,000

Basic loss per share		(76.87	)

See accompaying notes to financial statements.

BOND LABORATORIES, INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS

	For the Period
	from July 26, 2005
	(inception) to
	December 31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(153,735	)
Adjustments to reconcile net income to net cash
(used in) operating activities:
Changes in assets and liabilities:
Accounts payable		4,081
Accrued liabilities		80,000
Net cash (used in) operating activities		(69,654	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible asset		(6,925	)
Net cash (used in) investing activities		(6,925	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuances of common stock		20
Proceeds from related party loans		111,868
Net cash provided by financing activities		111,888

INCREASE IN CASH		35,309
CASH, BEGINNING OF YEAR		-
CASH, END OF YEAR	$	35,309


Cash paid for interest	$	1,613
Cash paid for income taxes	$	-

See accompaying notes to financial statements.

BOND LABORATORIES, INC.

(A Development Stage Company)

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY

	Common Stock							Total
	2,000 shares authorized				Accumulated			Shareholders'
	Shares		$0.01 par value		Deficit			Deficiency

Balance - July 26, 2005 (Inception)		-	$	-	$	-		$	-


Common shares issued at par value		2,000		20		-			20

Net loss		-		-		(153,735	)		(153,735	)

Balance - December 31, 2005		2,000	$	20	$	(153,735	)	$	(153,715	)

See accompaying notes to financial statements.

NOTE 1 - BACKGROUND

Bond Laboratories, Inc. (A Development Stage Company) was incorporated in the state of Nevada on July 26, 2005. The Company is a development stage company. The company has started research and development of energy drinks. The company has not begun the process of operating this business and is still in the process of research the best formula for market production.

Bond Laboratories is building a Nutraceutical Dietary Supplement business catering to all five of the major distribution channels focusing on the three major categories of the industry; Energy, Pain Relief and Weight loss, utilizing a state of the art, alternative delivery method vs. antiquated capsules and pills.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has year end losses from operations and had no revenues from operations in 2005. During the period July 26, 2005 through December 31, 2005 the Company incurred net loss of $153,735. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, Management is proposing to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.

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:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition

The Company recognizes revenue in accordance with provision of SAB 104, product is shipped and title passes to the customers.

Advertising Costs

All advertising costs are charged to expense as incurred. Advertising expense for the year ended December 31, 2005 was $161 .

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 December 31, 2005, cash and cash equivalents include cash on hand and cash in the bank.

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 thereon. 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 follow:

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

Long-Lived Assets

The Company's accounting policy regarding the assessment of the recoverability of the carrying value of long-lived assets, including property and equipment and purchased intangible assets with finite lives, is to review the carrying value of the assets if the facts and circumstances suggest that they may be impaired. If this review indicates that the carrying value will not be recoverable, as determined based on the projected undiscounted future cash flows, the carrying value is reduced to its estimated fair value.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Intangible Assets

The Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 142, Goodwill and Other Intangible Assets , effective July 1, 2002. As a result, the Company discontinued amortization of goodwill, and instead annually evaluates the carrying value of goodwill for impairment, in accordance with the provisions of SFAS No. 142.

FAS 141

Accounting for Intangible Assets

Initial Recognition and Measurement of Intangible Assets

Determining the Useful Life of an Intangible Asset

a. The expected use of the asset by the entity

b. The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate (such as mineral rights to depleting assets)

c. Any legal, regulatory, or contractual provisions that may limit the useful life

Research and Development

Costs are expensed as incurred. Research and Development expense for the year ended December 31, 2005 was $11,923.

Income Taxes

Deferred income taxes are provided based on the provisions of SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"), to reflect the tax effect of differences in the recognition of revenues and expenses between financial reporting and income tax purposes based on the enacted tax laws in effect at December 31, 2005.

Earnings Per Share

Basic earnings 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 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. As of December 31, 2005, there were no potential dilutive instruments that could result in share dilution.

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 approximate fair value due to their most maturities.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recent Accounting Pronouncements

Share-Based Payment

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share—Based Payment” (“SFAS No. 123(R)”). This statement is a revision of SFAS No. 123, “Accounting for Stock—Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. In March 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, which expresses the staff’s views on interactions between SFAS No. 123(R) and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. SFAS No. 123(R) will require Bond to measure all stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements. In addition, the adoption of SFAS No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. In April 2005, the SEC extended the effective date for SFAS No. 123(R), and the statement is effective as of January 1, 2006 for Bond.

The effects of the adoption of SFAS No. 123(R) on Bond’s results of operations and financial position are dependent upon a number of factors, including the number of employee stock options outstanding and unvested, the number of stock-based awards which may be granted in the future, the life and vesting features of stock-based awards which may be granted in the future, the future market value and volatility of Bond’s stock, movements in the risk free rate of interest, award exercise and forfeiture patterns, and the valuation model used to estimate the fair value of each award. Bond is currently evaluating these variables in the design of its stock-based compensation program as well as the accounting requirements under SFAS No. 123(R) and SAB No. 107. In addition, Bond intends to utilize restricted stock units as a key component of its ongoing employee stock-based compensation plan. These awards generally are recognized at their fair value, equal to the quoted market price of Bond’s common stock on the date of issuance, and this amount is amortized over the vesting period of the shares of restricted stock held by the grantee. Bond believes that the adoption of SFAS No. 123(R) will have a material impact on its financial statements.

Non-monetary Exchange

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” The amendments made by SFAS No. 153 eliminate the exception for nonmonetary exchanges of similar productive assets and replace it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of this statement became effective for nonmonetary asset exchanges occurring in Bond’s fourth quarter of 2005. The adoption of SFAS No. 153 did not have a material impact on Bond’s financial statements.

Conditional Asset Retirement

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47 - "Accounting for Conditional Asset Retirement Obligations - an Interpretation of SFAS 143 (FIN No. 47). FIN No. 47 clarifies the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement are conditional on a future event. FIN No. 47 is effective no later than December 31, 2005. FIN No. 47 did not impact the Company for the year ended December 31, 2005.

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement replaces APB Opinion No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. SFAS No. 154 requires retrospective application to prior periods’ financial statements of voluntary changes in accounting principles. SFAS No. 154 is effective for accounting changes and corrections of errors made during 2007, beginning on January 1, 2007. Bond does not believe the adoption of SFAS No. 154 will have a material impact on its financial statements.

Inventory Cost

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs—an Amendment of ARB No. 43, Chapter 4.” SFAS No. 151 amends Accounting Research Bulletin (“ARB”) No. 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this statement are effective for inventory costs incurred beginning in Bond’s first quarter of 2006. Bond does not believe that the adoption of SFAS No. 151 will have a material impact on its financial statements.

NOTE 4 - NOTES PAYABLES

Notes payable at December 31, 2005 comprise the following:

	December 31, 2005
Convertible note payable to individual. The note bears interest at 6% per annum and is payable at the time of conversion. The note is convertible to common stock at $50% of the initial public offering. The Note was executed on October 5, 2005.	$	50,000
Note payable to Small World Traders. Is a revolving loan commitment up to $250,000 and is due and payable on December 31.2006. Collateralized by all the assets of the company. Original principal balance of $60,000. The note bears interest at 8% per annum and requires no monthly principal and interest payments. The company has accrued all interest due through December 31, 2005.		61,868

Totals	$	111.868

NOTE 5 - RELATED PARTY

Bond is managed by its key shareholder and as of December 31, 2005 its sole shareholder, officer and director. This shareholder is the sole shareholder of Small World Traders.

NOTE 6 - INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years ended December 31, 2005 consist of the following:

	December 31,
	2005
Current:
Federal	$	-
Deferred:
Federal	$	61,500

Tax (benefit) from the decrease in valuation allowance		(61,500	)
Provision (benefit) for income taxes, net	$	-

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

	December 31,
	2005

Statutory federal income tax rate		35.0	%
Increase in valuation allowance		(35.0	)%
Effective tax rate		-	%

Other includes tax rate differentials and the true-up of permanent tax differences from prior periods

NOTE 6 - INCOME TAXES - continued

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

	December 31,
	2005

Net operating loss carry-forwards	$	(153,735	)

The Company has a net operating loss carry-forward of approximately $153,735 available to offset future taxable income through 2019.

NOTE 7 - COMMITMENTS AND CONTIGENCIES

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 agreement are with key shareholders that are instrumental to the success of the company and its development of it product

NOTE 8 - SUBSEQUENT EVENT

Th e company’s management consisted of Scott Landow CEO. The company has changed its capitalization and issued additional 4,998,000 common shares and 5,000,000 preferred shares to related entities and individuals that are key to the success to this development stage company.

BOND LABORATORIES, INC.

Development Stage Company

TABLE OF CONTENTS	Page

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
Jewett, Schwartz & Associates CPAs

CONSOLIDATED FINANCIAL STATEMENTS:
Balance Sheet at June 30, 2006		F-3

Statements of Operations for the three and six months ended
June 30, 2006		F-4

Statements of Stockholders’ Equity for the six months ended
June 30, 2006		F-5

Statements of Cash Flows for the six months ended
June 30, 2006		F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-7

BOND LABORATORIES, INC.

BALANCE SHEET

Development Stage Company

	June 30, 2006
ASSETS

CURRENT ASSETS
Cash	$	83,258
Total current assets		83,258

Intangible Assets- Net		11,249

TOTAL ASSETS	$	94,507

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
Accrued Liabilities	$	155,000
Total current liabilities		155,000
Loans Payable - Related Party		279,635

Total liabilities		434,635

STOCKHOLDERS' DEFICIT:
Common stock, $.01 par value, 2,000 shares
authorized 2,000 issued 2,000 outstanding		20
		-
Paid in capital		-
Accumulated deficit		(340,148	)
Total stockholders' deficit		(340,128	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	94,507

See accompanying auditors' report and notes to the financial statements.

F-3

BOND LABORATORIES, INC.

STATEMENT OF OPERATIONS

Development Stage Company

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006


	Three Months Ended			Six Months Ended
	2006			2006
REVENUES:

Sales	$	1,996		$	4,440
		1,996			4,440

COST OF SALES:		303			3,166

GROSS PROFIT		1,693			1,274

OPERATING EXPENSES:
General and administrative		49,452			149,047
Sales and marketing		1,236			1,794
Depreciation and amortization		617			1,101
Total operating expenses		51,305			151,942

OPERATING LOSS		(49,612	)		(150,668	)

OTHER (INCOME) AND EXPENSES
Interest expense		3,541			6,678
Research and Development		24,421			24,421
Total other expense		27,962			31,100

NET LOSS		(77,575	)		(181,768	)

NET LOSS PER SHARE:
Basic:	$	(38.79	)	$	(90.88	)

Diluted:	$	(38.79	)	$	(90.88	)

Weighted Average Common Shares Outstanding
Basic		2,000			2,000
Diluted		2,000			2,000

See accompanying auditors' report and notes to the financial statements.

F-4

BOND LABORATORIES, INC.

Development Stage Company

STATEMENT OF STOCKHOLDERS’ EQUITY FOR

FOR THE SIX MONTHS ENDED JUNE 30, 2006


	Common Stock							Paid-in			Treasury			Accumulated
	Shares			Amount				Capital			Stock			Deficit			Total

								$	-		$	-
Stock Issued July 26, 2005		2,000			20													20
2005 Accumulated Deficit															(158,380	)		(158,380	)
December 31, 2005		2,000	-		20	-	-		-	-		-	-		(158,380	)		(158,360	)

Accumulated Deficit June 30, 2006															(181,768	)		(181,768	)
June 30, 2006		2,000	-		20	-	-		-	-		-	-		(181,768	)		(340,128	)

See accompanying auditors' report and notes to the financial statements.

F-5

BOND LABORATORIES, INC.

STATEMENT OF CASH FLOWS

Development Stage Company

FOR THE SIX MONTHS ENDED JUNE 30, 2006

	2006
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)	$	(181,768	)
Adjustments to reconcile net income to net cash
(used in) operating activities:
Depreciation and amortization		1,101
Changes in assets and liabilities:
Accrued Liabilities		75,000
Accounts payable		(4,081	)
Net cash (used in) operating activities		(109,747	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Intangible Asset		(5,426	)
Net cash (used in) provided by investing activities		(5,426	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Common Stock		20
Loans from Affiliates		163,121
Net cash provided by financing activities		163,141

INCREASE IN CASH		47,968
CASH, BEGINNING OF YEAR		35,309
CASH, END OF YEAR	$	83,278

See accompanying auditors' report and notes to the financial statements.

F-6

BOND LABORATORIES, INC.

Development Stage Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006

1. DESCRIPTION OF BUSINESS

Bond Laboratories, Inc. (“The Company”) was incorporated in the state of Nevada on July 26, 2005. The Company is a development stage company. The company has not begun the process of operating this business and is still in the process of research the best formula for market production. Bond Laboratories is building a turn-key Nutraceutical Dietary Supplement business catering to all five of the distribution segments focusing on the three major categories of the industry; Energy, Pain Relief and Weight loss, utilizing a state of the art, alternative delivery method vs. antiquated capsules and pills.

2. BASIS OF PRESENTATION

The accompanying financial statements represent the financial position and results of operations of the Company and includes the accounts and results of operations of the Company. The accompanying financial statements include only the active entity of the Company from the three and six months ended June 30, 2006.

3. GOING CONCERN ISSUES

Management cannot provide any assurances that they will be able to secure sufficient funds to satisfy the cash requirements for the next 12 months. The inability to secure additional funds would have a material adverse effect on the Company.

These financial statements are presented on the basis that the Company will continue as a going concern. Other than the previously disclosed impairments, no adjustments have been made to these financial statements to give effect to valuation adjustments that may be necessary in the event the Company is not able to continue as a going concern. The effect of those adjustments, if any, could be substantial.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). A summary of the Company's significant accounting policies follows:

(a) Nature of Business

The Company was incorporated in Nevada on July 26, 2005 and is a development stage company. The company is in the process of research and development of a new energy drink product.

(b)	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

F-7

The primary management estimates included in these financial statements are the impairment reserves applied to various long-lived assets and the fair value of its stock tendered in various non-monetary transactions.

Property and equipment were recorded at cost less impairment and accumulated depreciation. Depreciation was recorded using the straight-line or units-of-production methods at the following rates:

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

Management periodically assesses its ability to recover the cost of its long-lived assets in accordance with the provisions of SFAS 144. Costs deemed not recoverable are charged to operations and the asset cost reduced by the estimated impairment.

(d)	Cash and Cash Equivalents

Cash includes all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash balances are insured by the F.D.I.C. up to $100,000 per institution.

(e)	Fair Value of Financial Instruments

The financial instruments disclosed elsewhere in these notes are deemed to be representative of their fair values, as the interest rates approximate market rates giving consideration to their respective risks. The Company has applied certain assumptions in estimating these fair values. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

(f) Income Taxes - The Company provides for income taxes based on the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which, among other things, requires that recognition of deferred income taxes be measured by the provisions of enacted tax laws in effect at the date of financial statements.

(g) Net Loss Per Share is calculated using the weighted average number of shares of common stock outstanding during the year. The Company has adopted the provisions of SFAS No. 128 Earnings Per Share .

(h) Stock-Based Compensation - Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , (“SFAS 123”) established accounting and disclosure requirements using a fair-value based method of accounting for stock-based employee compensation. In accordance with SFAS 123, the Company has elected to continue accounting for stock based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."

F-8

The Company accounts for stock awards issued to nonemployees in accordance with the provisions of SFAS 123 and Emerging Issues Task Force (“EITF”) Issue No. 96-18 Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services . Under SFAS 123 and EITF 96-18, stock awards to nonemployees are accounted for at their fair value as determined under Black-Scholes option pricing model.

(i) Intangible Assets The Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 142, Goodwill and Other Intangible Assets , effective July 1, 2002. As a result, the Company discontinued amortization of goodwill, and instead annually evaluates the carrying value of goodwill for impairment, in accordance with the provisions of SFAS No. 142.

Research and Development costs are expensed as incurred.

Impairment of Long-Lived Assets is assessed by the Company for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the assets’ net carrying value. The amount of impairment loss, if any, is measured as the difference between the net book value of the assets and the estimated fair value of the related assets.

Recently Issued Accounting Pronouncements : In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation - Transaction and Disclosure, which provides alternative methods of transition for a voluntary change to fair value, based method of accounting for stock-based employee compensation as prescribed in SFAS 123, Accounting for Stock-Based Compensation. Additionally, SFAS No. 148 requires more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. The provisions of this statement are effective for fiscal years ending after December 15, 2002, with early application permitted in certain circumstances. The Company presently does not intend to adopt the fair value based method of accounting for its stock based compensation.

In June 2003 the FASB issued Statement No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” SFAS No. 150 requires certain instruments, including mandatory redeemable shares, to be classified as liabilities, not as part of shareholders' equity or redeemable equity. For instruments that are entered into or modified after May 31, 2003, SFAS No. 150 is effective immediately upon entering the transaction or modifying the terms. For other instruments covered by Statement 150 that were entered into before June 1, 2003, Statement 150 is effective for the first interim period beginning after June 15, 2003. The Company has evaluated the provisions of SFAS No. 150 and implementation of such was not material.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others. FIN 45 requires a company, at the time it issues a guarantee, to recognize an initial liability for the fair value of obligations assumed under the guarantees and elaborates on existing disclosure requirements related to guarantees and warranties. The initial recognition requirements are effective for the Company during the third quarter ending March 31, 2003. The adoption of FIN 45 did not have an impact on the Company’s financial position or results of operations.

F-9

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The adoption of FIN 46 did not have an impact on the Company’s financial position or results of operations.

5. NOTES PAYABLE

Notes payable at June 30, 2006 comprise the following:

Convertible note payable to individual. The note bears interest at 6% per annum and is payable at the time of conversion. The note is convertible to common stock at $50% of the initial public offering.	$	168,424

Note payable to Small World Traders. Is a revolving loan commitment up to $250,000 and is due and payable on December 31.2006. Collateralized by all the assets of the company. Original principal balance of $60,000. The note bears interest at 8% per annum and requires no monthly principal and interest payments. The company has accrued all interest due through June 30, 2006.		111,211

Totals	$	279,635

6. PROPERTY AND EQUIPMENT

The Company has no fixed assets as of June 30, 2006. The Company has two intangible assets as follows:

Logos	4,307
Website	8,043

Accumulated Amortization	(1,101	)

Net Intangible Assets	11,249

F-10

7. SHARE CAPITAL

On July 26, 2005, the Company authorized 2,000 shares of common stock, at $.01 par value and 2000 shares were issued to its shareholder. The company issued 4,998,000 in Common Stock and 5,000,000 in preferred stock as of August 31, 2006.

8. INCOME TAXES

The Company recognizes deferred income taxes for the differences between financial accounting and tax bases of assets and liabilities. Income taxes for the six months ended June 30, 2006 consisted of the following:

	2005
Current tax (benefit) provision	$	(72,700	)
Deferred tax (benefit) provision		72,700
Total income tax provision	$	- 0 -

Net deferred tax assets of $72,700 were fully offset by an equal valuation allowance at June 30, 2006. The deferred income tax assets relate primarily to net operating loss carryforwards and differences in book and tax bases of property and equipment, intangible assets and certain accruals.

9. COMMITMENTS AND CONTINGENCIES

10. RELATED PARTY TRANSACTIONS

Bond is managed by its key shareholder and as of June 30, 2006 its sole shareholder, officer and director. This shareholder is the sole shareholder of Small World Traders.

11. NET LOSS PER SHARE

Restricted shares and warrants are not included in the computation of the weighted average number of shares outstanding during the periods. There are no restricted shares or warrants issued in the Capital of Bond and subsidiaries. The net loss per common share is calculated by dividing the consolidated loss by the weighted average number of shares outstanding during the periods.

12. Recent Accounting Pronouncements

F-11

In December 2004, the FASB issued FASB Staff Position (“FSP”) No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.” The American Jobs Creation Act (“AJCA”) introduces a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (“repatriation provision”), provided certain criteria are met. FSP FAS 109-2 provides accounting and disclosure guidance for the repatriation provision. Bond completed its evaluation of this FSP and decided not to repatriate foreign earnings under these provisions as it would not be beneficial to Bond.

F-12

14. SUBSEQUENT EVENTS

The company’s management consisted of Scott Landow CEO. The company has changed its capitalization and issued additional 5,000,000 common shares and 5,000,000 preferred shares to related entities and individuals that are key to the success to this development stage company.

F-13

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein.

NRS 78.502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The question of whether a director or officer acts as the alter ego of a corporation must be determined by the court as a matter of law.

No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

F-14

Item 25. Other Expenses of Issuance and Distribution*

The following table sets forth the estimated costs and expenses we will pay in connection with the offering described in this registration statement.

Securities and Exchange Commission R egistration fee		*
Engraving expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Blue sky fees and expenses		*
Printing and costs		*
Miscellaneous		*
Total	$	*

*To be filed by amendment.

Sales of Unregistered Securities.

From May, 2005 through August 14, 2006, the Company issued 5,000,000 shares of common stock and 5,000,000 shares of its preferred stock to its founders in return. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Between September 2005 and August, 2006, the Company issued $290,000 in two year secured convertible notes, convertible into shares of the Company’s common stock at $1.00 per share. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

F-15

Undertakings

The undersigned registrant hereby undertakes:

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(2) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(3) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually, or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(4) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement

(i) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(ii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering.

(c) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

F-16

Signatures

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, on the 25 ^th day of September 2006.




	By:	/S/ Scott Landow
		Scott Landow
		CEO, Director




	By:	/S/ Scott Landow
		Scott Landow
		Principal Financial Officer.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:


Signatures	Title	Date

/ S Scott Landow Scott Landow	Chief Executive Officer, Director, Principal Financial Officer	September 25, 2006

Exhibit Index

The following Exhibits are filed as part of this Registration Statement pursuant to Item 601 of Regulation S-B:



3.1	—	Articles of Incorporation*

3.1 (b)	—	Amendment to the Articles of Incorporation*

3.2	—	Bylaws*

4.1	—	Form of Common Stock Certificate *

5.1	—	Opinion of Joseph Emas, Attorney at Law*

10.1	—	Form of Employment Agreement between Bond Laboratories, Inc. and Scott Landow.*

10.2		Form of Warrant*

23.1	—	Consent of Joseph Emas, Attorney at Law (see 5.1 opinion)*

23.2	—	Consent of Independent Registered Public Accounting Firm*

99.1	—	Securities Purchase Agreement*

* filed herein

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.380)

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)

1. Name of corporation:

BOND LABORATORIES, INC.

2. The articles have been amended as follows (provide article numbers, if available):

Article 3 is hereby amended to read as follows:

The Corporation is authorized to issue two classes of stock to be designated “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock that the Corporation is authorized to issue is Seventy-Five Million (75,000,000) shares, $0.001 par value. The total number of shares of Preferred Stock that the Corporation is authorized to issue is Ten Million (10,000,000) shares, $0.001 par value.

The Preferred Stock authorized by this Certificate of Amendment to Articles of Incorporation may be issued from time to time in one or more series. The Board is expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series prior to or subsequent to the issue of shares in that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

3. The undersigned declare that they constitute at least two-thirds of the incorporators o , or of the board of directors x (check one box only)

4. Effective date of filing (optional):

(must not be later than 90 days after the certificate is filed)

5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

6. Signatures*:


Signature		Signature

* If more than two signatures, attach an 8 1/2x 11 plain sheet with the additional signatures.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend 78.380 2003
Revised on: 09/29/05

BYLAWS

BOND LABORATORIES, INC.

ARTICLE I

OFFICES

1.1 REGISTERED OFFICE. The registered office of the Corporation required by the General Corporation Law of Nevada, Nevada Revised Statutes, 1957 (" NRS "), Chapter 78, to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors.

1.2 PRINCIPAL OFFICE. The Corporation may have such other office or offices either within or outside of the State of Nevada as the business of the Corporation may require from time to time if so designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

2.1 ANNUAL MEETING. During such time as the Corporation is subject to Section 2115 of the California General Corporations Law (the “ Quasi-California Corporation Law ”), an annual meeting of the stockholders shall be held in accordance with Section 600 of the California General Corporations Law at such date, time, and place, either within or without the State of Nevada, as the Board of Directors shall fix. At such time as the Corporation is not subject to the Quasi-California Corporation Law, then unless otherwise designated by the Board of Directors, an annual meeting of stockholders shall be held on the date and at the time and place fixed by the Board of Directors; provided, however, that each annual meeting shall be held on a date that is within 18 months after the preceding annual meeting.

2.2 SPECIAL MEETINGS. Special meetings of stockholders of the Corporation, for any purpose, may be called by the Chairman of the Board, the president, any vice president, any two members of the Board of Directors, or the holders of at least 10% of all the outstanding shares of the Corporation who desire to call a special meeting pursuant to this Article shall notify the president that a special meeting of the stockholders shall be called. Within 30 days after notice to the president, the president shall set the date, time, and location of a stockholders’ meeting. The date set by the president shall be not less than 30 nor more than 120 days after the date of notice to the president. If the president fails to set the date, time, and location of special meeting within the 30-day time period described above, the stockholder or stockholders calling the meeting shall set the date, time, and location of the special meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

2.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or outside the State of Nevada, as the place for any annual meeting or special meeting called by the Board of Directors. If no designation is made, or if a meeting shall be called otherwise than by the Board, the place of meeting shall be the Company’s principal offices, whether within or outside the State of Nevada.

2.4 NOTICE OF MEETING. Written notice signed by an officer of the Corporation or a person designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, such notice shall be directed to the stockholder at the address as it appears upon the records of the Corporation, and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice of any meeting by a writing signed by him or his duly authorized attorney, either before or after the meeting.

2.5 ADJOURNMENT. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.6 ORGANIZATION. The president or vice president shall call meetings of stockholders to order and act as chairman of such meetings. In the absence of said officers, any stockholder entitled to vote at that meeting, or any proxy of any such stockholder, may call the meeting to order and a chairman shall be elected by a majority of the stockholders entitled to vote at that meeting. In the absence of the secretary or any assistant secretary of the Corporation, any person appointed by the chairman shall act as secretary of such meeting. An appropriate number of inspectors for any meeting of stockholders may be appointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than 60 days before the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that day are entitled to notice or to vote at such meeting.

2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If fewer than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment. At such adjourned meeting at which a quorum shall be present or represented, any business may by transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains.

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If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation.

2.9 PROXIES. At all meeting of stockholders, a stockholder may vote by proxy, as prescribed by law. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 6 months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation.

2.10 VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meting of stockholders, except as may be otherwise provided in the Articles of Incorporation or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by law or the provisions of the Articles of Incorporation. If the Articles of Incorporation or any such resolution provide for more or less than one vote per share for any class or series of shares on any matter, every reference in the Articles of Incorporation, these Bylaws and the General Corporation Law of Nevada to a majority or other proportion or number of shares shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the Articles of Incorporation, or the General Corporation Law of Nevada. Cumulative voting shall not be allowed. Unless the General Corporation Law of Nevada, the Articles of Incorporation, or these Bylaws provide for different proportions, an act of stockholders who hold at least a majority of the voting power and are present at a meeting at which a quorum is present is the act of the stockholders.

2.11 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice thereof given. The written consent must be filed with the minutes of the proceedings of the stockholders.

2.12 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

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ARTICLE III

DIRECTORS

3.1 BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION. The Corporation shall be managed by a Board of Directors, all of whom must be natural persons at least 18 years of age. Directors need not be residents of the State of Nevada or stockholders of the Corporation. The number of directors of the Corporation shall not be less than one (1) nor more than nine (9). Subject to such limitations, the number of directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director. Subject to the Corporation’s Articles of Incorporation, each director shall hold office until the next annual meeting of shareholders or until his successor has been elected and qualified.

3.2 POWERS OF THE BOARD OF DIRECTORS: GENERALLY. Subject only to such limitations as may be provided by the General Corporation Law of Nevada or the Articles of Incorporation, the Board of Directors shall have full control over the affairs of the Corporation.

3.3 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, be resolution or resolutions passed by a majority of directors, designate one or more committees, each committee to consist of one more directors, which, to the extent provided in the resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place on a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Articles of Incorporation or these Bylaws provide otherwise, the Board of Directors may appoint natural persons who are not directors to serve on committees.

3.4 RESIGNATION. Any director of the Corporation may resign at any time by given written notice of his resignation to the Board of Directors, the president, any vice president, or the secretary of the Corporation. Such written notice of resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, a majority of the directors then in office, though less than a quorum, may appoint a successor to take office upon the effectiveness of a director’s resignation. A director appointed due to the resignation of a director shall hold office for the duration of the term of office of the resigning director.

3.5 REMOVAL. Except as otherwise provided in the Articles of Incorporation, any director may be removed, either with or without cause, at any time by the vote of the stockholder representing not less than a majority of the voting power of the issued and outstanding stock entitled to vote at an election of directors.

3.6 VACANCIES. All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. A director elected to fill a vacancy caused by an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his/her successor has been elected and has qualified.

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3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of stockholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Nevada, for the holding of additional regular meetings.

3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president, secretary, treasurer, or any combination thereof, or a majority of the directors then in office. The person or persons who call a special meeting of the Board of Directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the Board of Directors called by them.

3.9 NOTICE. Notice of any special meeting shall be given at least two days prior thereto by written notice delivered personally or mailed to each director at his/her address(es). Any director may waive notice of any meeting. A director’s presence at a meeting shall constitute a waiver of notice of such meeting if the director’s oral consent is entered on the minutes or by taking part in the deliberations at such meeting without objecting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.10 QUORUM. A majority of the number of directors elected and qualified at the time of the meeting shall constitute a quorum for the transaction of business at any such meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.

3.11 MANNER OF ACTING. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be the act of the Board, unless the vote of a greater number is required by law or the Articles of Incorporation.

3.12 COMPENSATION. By resolution of the Board of Directors, any director may be compensated for any one or more the following: expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

3.13 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if, a written consent thereto is signed by all the members of the Board or of the committee confirming the action(s) taken. The written consent must be filed with the minutes of the proceedings of the Board or committee.

3.14 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

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ARTICLE IV

OFFICERS AND AGENTS

4.1 OFFICERS OF THE CORPORATION. The Corporation shall have a president, secretary, and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may appoint one or more vice presidents and such other officers, assistant officers, committees, and agents, including a chairman of the board, assistant secretaries, and assistant treasurers, as they may consider necessary, each of who shall be chosen in such manner and hold their office for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. One person may hold any two or more offices. The officers of the Corporation shall be natural persons 18 years of age or older. In all cases where the duties of any officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent, or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board is elected, then (b) the chairman of the board.

4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until his/her successor shall have been duly elected and qualified; his/her death; his/her resignation; or his/her removal, as hereinafter provided.

4.3 REMOVAL. All officers or agents may be removed by the Board of Directors or by the executive committee, if any, whenever it is determined to be in the best interests of the Corporation, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.4 VACANCIES. A vacancy in any office, however occurring, may be filled by a majority of the Board of Directors for the unexpired portion of the term.

4.5 PRESIDENT. The president shall, subject to the direction and supervision of the Board of Directors, and in the absence of a separately appointed person to the position, be the chief executive officer of the Corporation, and shall have general and active control of its affairs and business and general supervision of its officers, agents, and employees. In the absence of direction by the Board of Directors, the president shall attend in person or by substitute appointed by him/her, or shall execute, on behalf of the Corporation, written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation shall hold any stock. The president may, on behalf of the Corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or by proxy as aforesaid, may vote the stock so held by the Corporation and may execute written consents and other instruments with respect to such stock, subject however to the instructions, if any, of the Board of Directors. The president shall have custody of the treasurer’s bond, if any.

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4.6 VICE PRESIDENTS. Vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors. In the absence of the president, the vice president designated by the Board of Directors or, if there is no such designation, the vice president designated in writing by the president shall have the powers and perform the duties of the president. If no such designation by the president is made made, all vice presidents may exercise such powers and perform such duties.

4.7 SECRETARY. The secretary shall perform the following: (a) keep the minutes of the proceedings of the stockholders, executive committee, and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and the seal of the Corporation and affix the seal to all documents when authorized by the Board of Directors; (d) keep, at the Corporation’s registered office or principal place of business within or outside Nevada, a record containing the names and addresses of all stockholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation’s transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, unless the Corporation has a transfer agent; and (g) in general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the president or the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

4.8 TREASURER. The treasurer shall, in the absence of a separately appointed person to the position, be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidence of indebtedness, and other personal property of the Corporation, and shall deposit the same in accordance with the instructions of the Board of Directors. The treasurer of principal financial officer shall receive and give receipts in acquittances for monies paid in or on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity. The treasurer or principal financial officer shall perform all other duties incident to the office of the treasurer and, upon request of the Board, shall make such reports to it as may be required at any time. The treasurer or principal financial officer shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation. The treasurer or principal financial officer shall have such other powers and perform such others duties as may be from time to time prescribed by the Board of Directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

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The treasurer shall, in the absence of a separately appointed person to the position, also be the principal accounting officer of the Corporation. He/she shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations.

4.9 SALARIES. Officers of the Corporation shall be entitled to such salaries, moluments, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

4.10 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with which surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of that officer’s or agent’s duties and offices.

ARTICLE V

STOCK

5.1 CERTIFICATES. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the Corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall bear the seal of the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificates had not ceased to be an officer of the Corporation. If the Corporation is authorized to issue shares of more than one class or more than one series of any class, each certificate shall set forth or shall state that the Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in any series, the variations in the relative rights and preferences between the shares of each such series, so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation’s organization; the name of the person to who issued; the number and class of shares and the designation of the series; if any, which such certificate represents; the par value, if any, of each share represented by such certificate. Certificates of stock shall be in such form consistent with the law as shall be prescribed by the Board of Directors. No certificate shall be issued until the shares represented thereby are fully paid.

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5.2 RECORD. A record shall be kept of the name of each stockholder represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, the date thereof issued and, in the case of cancellation, the date of cancellation. The stockholder in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the Corporation.

5.3 CONSIDERATION FOR SHARES. Shares shall be issued for such consideration, as shall be fixed from time to time by the Board of Directors. That part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares. Such consideration may consist, in whole or in part, of money, promissory notes, other property, tangible or intangible, labor or services actually performed for the Corporation, contracts for services to be performed or other securities.

5.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

5.5 LOST CERTIFICATES. In the case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The Board of Directors may in its discretion require a bond, in such form and amount and with such surety as it may determine, before issuing a new certificate.

5.6 TRANSFER OF SHARES. Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the Corporation which shall be kept at its principal office or by its registrar duly appointed.

The Corporation shall be entitled to treat a stockholder of the Corporation as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

5.7 TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS. The Board may at its discretion appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such consideration as may be agreed.

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ARTICLE VI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. To the fullest extend permitted by the laws of the State of Nevada, as amended, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

6.2 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person’s status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

ARTICLE VII

ACQUISITION OF CONTROLLING INTEREST

7.1 ACQUISITION OF CONTROLLING INTEREST. The provisions of the General Corporations Law of Nevada pertaining to the acquisition of a controlling interest, as amended, shall not apply to the Corporation.

ARTICLE VIII

EXECUTIVE OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS; DEPOSITS; PROXIES

8.1 EXECUTIVE OF INSTRUMENTS. The president shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, except as otherwise provided in these Bylaws or delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so by these Bylaws or by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

8.2 LOANS. The Corporation may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the General Corporation Law of Nevada.

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No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or specific in nature.

8.3 CHECKS AND ENDORSEMENTS. All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors.

8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Corporation or its order.

8.5 PROXIES. The Board of Directors may from time to time appoint one or more agents or attorneys-in-fact of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association, or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock of such other corporation, association, or other entity or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, association, or other entity, and may instruct the person(s) so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation, all such written proxies or other instruments as deemed necessary or proper.

8.6 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or specific in nature.

ARTICLE IX

MISCELLANEOUS

9.1 WAIVERS OF NOTICE. Whenever notice is required by the General Corporation Law of Nevada, by the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person entitled to said notice, whether before, at, or after the time stated therein, or the appearance at such meeting in person or (in the case of a stockholders’ meeting) by proxy, shall be equivalent to such notice.

9.2 FISCAL YEAR. The Board of Directors may, by resolution, adopt a fiscal year for the Corporation.

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9.3 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any time, and from time to time, be amended, supplemented or repealed by a majority of the Board of Directors.

9.4 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall be so interpreted and construed as to conform to the Articles of Incorporation and the laws of the State of Nevada or of any other state in which conformity may become necessary by reason of the qualifications of the Corporation to do business in such state, and where conflict between these Bylaws, the Articles of Incorporation or the laws of such a state shall arise, these Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require. If any provision hereof or the application thereof shall be deemed to be invalid by reason of the foregoing sentence, such invalidity shall not affect the validity of the remaining Bylaws without the invalid provision or the application thereof, and the provisions of these Bylaws are declared to be severable.

9.5 WAIVER OF ANNUAL REPORTING REQUIRMENT. So long as there are fewer than one hundred (100) holders of record of the Corporation's shares, the annual report to stockholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with and waived, but nothing herein shall be interpreted as prohibiting the officers of the Corporation from making available financial statements as provided by Section 1501(c) through (e) of the California Corporations Code. This Section 9.5 shall apply during such time as the Corporation is subject to Quasi-California Corporation Law.

SECRETARY’S CERTIFICATION

The undersigned Secretary of Bond Laboratories, Inc. hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation adopted by the Board of Directors as of the ______ day of August 2006.


	By:
		Scott D. Landow, Secretary

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EXHIBIT 5.1

[Letterhead of Joseph I. Emas]

September 25, 2006

Bond Laboratories, Inc.

777 S. Highway 101,

Suite 215

Solana Beach, CA 90275

Ladies and Gentlemen:

As counsel for the Company, I have examined the Company’s certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion.

I have also, as counsel for the Company, examined the Registration Statement (the “Registration Statement”) of your Company on Form SB-2, covering the registration under the Securities Act of 1933 of up to 25,000,000 units, each one unit consists of one share of common stock and one redeemable warrant to purchase shares of Common Stock, $0.001 par value of the Company at an exercise price of $3.00 per share.

My review has also included the form of prospectus for the issuance of such securities (the “Prospectus”) filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada, with corporate power to conduct its business as described in the Registration Statement.

2. The Company has an authorized capitalization of 75,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.

3. The shares of Common Stock currently issued and outstanding are duly and validly issued as fully paid and non-assessable.

4. The shares of Common Stock underlying the Units not currently issued and outstanding but are being offering in the Registration Statement will, when issued, shall be duly and validly issued as fully paid and non-assessable.

5. The shares of Common Stock not currently issued and outstanding but shall be issued and outstanding in the event of the exercise of the Warrants described in the Registration Statement, shall, upon their issuance, be duly and validly issued as fully paid and non-assessable.

This opinion includes my opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,

/s/ Joseph I. Emas

Joseph I. Emas, P.A

E MPLOYMENT A GREEMENT

This Agreement is made between B OND L ABORATORIES , I NC ., a Nevada corporation (“Employer”), and Scott D. Landow, an individual resident of the State of California (“Employee”).

WITNESSETH:

W HEREAS , Employer and Employee desire to set forth the terms of Employee’s employment by Employer;

N OW , T HEREFORE , in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1. E MPLOYMENT . Employer hereby engages and employs Employee and Employee accepts such employment with Employer, all on the terms set forth herein. Employee’s principal duties initially shall be to serve as President and CEO with general responsibilities to assist in strategic matters of Employer. During his or her employment hereunder, Employee shall devote his or her best efforts and attention on a semi full-time basis to the performance of the duties required of Employee and shall discharge his or her duties in accordance with the directions of the Board of Directors of Employer.

2. C ANCELLATION OF E XISTING C ONTRACTS . Employer and Employee agree that any existing employment, noncompetition, confidentiality or change-in-control agreements will be cancelled upon the effectiveness of this Agreement.

3. C OMPENSATION .

3.1 Cash Compensation . As partial compensation for his or her services hereunder, Employee:

(a) shall receive an annual base salary of Ten Thousand and No/100 ($10,000.00) Dollars (U.S.), per month prorated for any partial year of employment and payable in equal installments in accordance with Employer’s then-current payroll practices and procedures and subject to all applicable taxes and withholdings;

(b) shall receive reimbursement of ordinary and necessary travel and other expenses, subject to Employer’s standard policies (including any required approvals) and reimbursement for all cell phone and Internet access charges;

(c) shall be provided medical and dental coverage for Employee and his immediate family by Employer, either through an employee benefit plan or separate policy(s), with Employer paying one hundred (100%) percent of all premiums on such coverages,; and

(d) shall be eligible to participate in those (i) employee benefit plans, and (ii) incentive compensation and equity-related programs, maintained by Employer, the latter being contingent upon recommendation of the Chairman of the Board of Employer and approval by the Compensation Committee of Employer’s Board of Directors; provided, however, that any such incentive compensation plan shall provide that, upon mutual pre-determined performance goals being achieved, Employee shall receive an annual bonus in cash not less than fifty (50%) nor more than one hundred (100%) percent of Employee’s then-current annual salary.

3.2 Equity Compensation. As additional compensation for his or her services hereunder, Employee:

(a) Shall be granted on an annual basis non-qualified or incentive (as the parties may from time-to-time determine) options to purchase shares of the voting capital stock of Employer, in such amounts and at such exercise prices as may be determined from time-to-time by the Compensation Committee of Employer’s Board of Directors, and upon such terms as are set forth in the documentation to evidence such grant; provided, however, that Employer hereby agrees, and such documentation shall provide, that such options shall fully vest upon the sooner to occur of (i) the third anniversary of the date of grant, or (ii) a Change of Control (as that term is defined in Exhibit “B” attached hereto); and

4. C ONFIDENTIALITY . Employee shall not disclose to third parties or use for his or her own or others’ benefit any Proprietary Information of Employer or any of its subsidiaries of which he or she becomes informed during his or her employment, whether or not such information or material is developed by him, except as might be required to be disclosed or used by him in order to perform the duties of his or her employment. As used herein, the term “Proprietary Information” refers to any and all information of a confidential, proprietary or secret nature which is or may be either applicable to or related in any way to (a) the business, present or future, of Employer or any of its subsidiaries, including without limitation the business of Employer, (b) the research and development or investigations of Employer or any or its subsidiaries, or (c) the business of any customer of Employer or any of its subsidiaries, and shall include, but not be limited to, trade secrets, processes, formulas, data, algorithms, source codes, object codes, documentation, flow-charts, drawings, correspondence, know-how, improvements, inventions, techniques, concepts, technologies, programs, designs, personnel records, marketing plans and strategies, customer lists, pricing and bidding policies and practices, costing information, salaries, proposals to licensors or customers, any data, confidential information or property entrusted to Employer or any of its subsidiaries by any licensors or customers and confidential information concerning customers or employees of Employer or any of its subsidiaries. Employee shall remain under this obligation of confidentiality for a period expiring one (1) year after termination of his or her employment hereunder (or indefinitely in the case of trade secrets) unless and until he or she is expressly released from it in a writing signed by Employer or he or she learns with certainty that the information or material in question has become public knowledge.

5. E MPLOYER’S R IGHTS TO C ERTAIN D ISCOVERIES , E TC . Employee shall disclose promptly to Employer any and all concepts, inventions, improvements, discoveries, developments, techniques, modifications, procedures, formulas, ideas, trade secrets, innovations, systems, programs, know-how or designs (collectively, the “Discoveries”) related to the business or activities of Employer that he or she conceives, develops or reduces to practice during the time that he or she is employed by Employer. Employee agrees that all his or her right, title and interest in such Discoveries shall belong to Employer, in confirmation of which he or she shall execute deeds of assignment of such right, title and interest to Employer, its nominees, successors or assigns, whenever requested, without demanding separate or additional compensation therefor. All of the foregoing shall be the subject of the same confidentiality, nonuse and nondisclosure requirements as are prescribed in Section 4 hereof. Any of the Discoveries related to the business of Employer that Employee may reduce to practice or apply for a copyright or patent on during the first six (6) months after termination of his or her employment hereunder shall be presumed to have been conceived by him during the time of such employment and as such shall belong to Employer, and the burden shall be upon Employee, if he or she contends it was not, to prove it was not by clear and convincing evidence.

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6. A SSISTANCE IN P ROTECTING D ISCOVERIES , E TC . Employee shall assist Employer and its nominees, successors or assigns (at its or their request) in every proper way during and following the period of his or her employment (entirely at its or their expense) to obtain and maintain for its or their own benefit copyrights or patents in any and all countries for all Discoveries described in Section 5 hereof. Such assistance shall include, but not be limited to, the execution and delivery of all lawful papers and documents of every nature which relate to the securing and maintenance of such copyrights and patent rights, and the performance of all other lawful acts, such as the giving of testimony in any interference proceedings, infringement suits, or other litigation, as may be deemed necessary or advisable by Employer or its nominees, successors or assigns.

7. D ELIVERY OF D OCUMENTATION , E TC . Upon termination of his or her employment, Employee shall promptly deliver to Employer any and all software, documents, drawings, manuals, letters, notes, notebooks, reports, and copies thereof, and all other materials of a secret or confidential nature relating to Employer’s business or activities, or relating to Employer’s customers, vendors or other business associates, that are in his or her possession or under his or her control.

8. C OVENANTS N OT TO C OMPETE W ITH OR S OLICIT F ROM EMPLOYER . Acknowledging that the covenants contained in this Section 8 are part of the consideration for, and are reasonable in light of the employment and compensation covenants of Employer contained in this Agreement, Employee hereby covenants and agrees with Employer that, during his or her employment with Employer and for a period expiring one (1) year after the date of termination of such employment, that:

(a) During the period of such employment he or she will not directly or indirectly compete with Employer for the business of providing products or services of any type provided by Employer during the term of this Agreement and will not otherwise engage in Prohibited Competition (as such term is defined in Section 8(b)), and after termination of such employment he or she will not directly or indirectly compete with Employer for the business of providing products or services (or derivative products or services) which were offered or provided by Employer within one (1) year prior to the termination of such employment within that geographical area shown on Exhibit “A” attached hereto and incorporated herein (the “Territory”) nor otherwise engage in Prohibited Competition. The Territory is hereby acknowledged by both Employer and Employee as comprising the primary territory served by Employer and the territory in which Employer has actively solicited customers as of the date hereof.

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(b) “Prohibited Competition” shall consist of acting as consultant, advisor, independent contractor, officer, manager, employee, principal, agent, trustee of any corporation, partnership, association or agent or agency, or directly or indirectly owning more than one (1%) percent of the outstanding capital stock of any corporation, or being a member or employee of any partnership or any owner or employee of any other business, any of which conducts a business in competition with Employer or any of its subsidiaries for the duration of this noncompetition agreement as set forth herein. “Prohibited Competition” shall also include (in addition to the foregoing):

(i) Accepting employment with a customer of Employer or Employer’s affiliates with the intent or purpose of transferring business performed by Employer or Employer’s affiliates to a department, division of affiliate of the customer;

(ii) Requesting or advising any of the customers, suppliers or other business contacts of Employer or Employer’s affiliates to withdraw, curtail, cancel or not increase their business with Employer or Employer’s affiliates; or

(iii) Causing or inducing, or attempting to cause or induce, either directly or indirectly, any employees, sales representatives, consultants or other personnel of Employer or Employer’s affiliates to terminate their relationships or employment or breach their agreements with Employer or Employer’s affiliates, whether for the purpose of accepting employment with Employee or any other person, firm, association or corporation with which Employee is associated, or otherwise, or hiring any employee of Employer or its affiliates within four (4) months of such person having left the employ of Employer or of such affiliate.

9. I NJUNCTIVE R ELIEF . Employee recognizes that the breach of any of his or her obligations under Sections 4, 5, 6, 7 or 8 hereof will give rise to irreparable injury to Employer inadequately compensable in damages and that, accordingly, Employer shall be entitled to injunctive relief against the breach or threatened breach of the within undertaking, without the requirement of posting a bond, in addition to other remedies at law or in equity which may be available.

10. T ERM . The term of this Agreement shall begin on the effective date of this Agreement and shall terminate on the third anniversary hereof, unless sooner terminated by either party in the manner set forth below . Either Employer or Employee may terminate Employee’s employment at any time by giving thirty (30) days’ prior written notice to the other. In addition, Employer shall have the right at any time to terminate Employee’s employment immediately for cause. Any action by Employer to terminate Employee’s employment shall be deemed “for cause” if:

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(a) Employee is unable to perform the essential functions of his or her job, with or without reasonable accomodation, (i) as a result of the habitual use of alcohol or drugs; or (ii) failure to perform his or her duties after written notice of such failure;

(b) Employee has disclosed any material secret or confidential information of Employer or any subsidiary thereof without the consent of Employer or has violated or disregarded any other material duties, obligations or expected conduct as an employee of Employer;

(c) Employee has committed any act or omitted to take any action in bad faith and to the detriment of Employer or any affiliate thereof;

(d) Employee has committed (i) any felony; or (ii) any misdemeanor or other illegal conduct involving dishonesty, fraud or other matters of moral turpitude; or

(e) Employee has acted against, or failed or omitted to act in, the best interests of Employer or any affiliate thereof, as determined in good faith by the Board of Directors of Employer.

Employee’s obligations under Sections 4, 5, 6, 7, 8 and 12 hereof shall survive and continue in effect following any termination of employment.

11. S EVERANCE . If Employer should terminate Employee’s employment for any reason other than for cause pursuant to the preceding Section 10, Employee shall be paid an amount equal to his or her then-current monthly salary multiplied by the number of months remaining under this agreement, which payment shall be considered additional consideration for the noncompetition agreements set out in Section 8 hereof. Employee shall also be paid all unpaid annual bonuses for the remaining years under this agreement, in cash, at one hundred (100%) of the employee’s then-current annual salary.

12. L ITIGATION A SSISTANCE . Employee shall, for a period of five (5) years after termination of his or her employment hereunder, at no cost to Employer, unless otherwise provided herein, diligently and fully cooperate with Employer, including testifying, answering interrogatories, being deposed, and generally providing information and fully cooperating with the defense or prosecution of any suit or cause of action brought by or defended by Employer based upon any facts relating to any contact or matter which originated during Employee’s employment by Employer. Employer agrees to provide reasonable travel expenses pursuant to its current business travel policy for Employee’s assistance and cooperation in all such actions or suits, if required. Any requests for time away from Employee’s work must be reasonably acceptable to Employee, and Employee shall be compensated on a per diem basis based on Employee’s annual salary on the day before termination of this Agreement.

13. A SSIGNMENT . The rights and benefits of Employee under this Agreement, other than accrued and unpaid amounts due under Section 3 hereof, are personal to him and shall not be assignable. Discharge of Employee’s undertakings in Sections 4, 5, 6, 7 and 8 hereof shall remain an obligation of Employee’s executors, administrators, or other legal representatives or assigns.

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1 4. N OTICES . All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by either party to the other party pursuant to this Agreement shall be in writing and shall be hand delivered (including delivery by courier so long as a receipt or confirmation of delivery is obtained), sent by Federal Express or other recognized overnight delivery service, mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile transmission (followed by delivery of the original of such document), addressed as set forth below. Either party hereto may designate by notice, in the manner herein above provided, a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request or communication which shall be mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the affidavit of messenger or (with respect to a facsimile transmission) the answer back being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.Any notice or other communications under this Agreement shall be in writing, signed by the party making the same, and shall be delivered personally or sent by certified or registered mail, postage prepaid, addressed as follows:

If to Employee:

If to Employer: Bond Laboratories, Inc.

777 S. Highway 101

Suite 215

Solana Beach, California 92075

Attention: Chief Executive Officer

Facsimile: (858) 847-9090

15. G OVERNING L AW . This Agreement shall be interpreted and enforced in accordance with the laws of the State of California.

16. S EVERABILITY . The parties agree that construction of this Agreement shall be in favor of its reasonable nature, legality and enforceability, and that any construction causing unenforceability shall yield to a construction permitting enforceability. It is agreed that the noncompetition, nonsolicitation, nondisclosure and nonhiring covenants and provisions of this Agreement are severable, and that if any single covenant or provision or multiple covenants or provisions should be found unenforceable, the entire Agreement and remaining covenants and provisions shall not fail but shall be construed and enforceable without any severed covenant or provision in accordance with the tenor of this Agreement. The parties specifically agree that no covenant or provision of this Agreement shall be invalidated because of overbreadth insofar as the parties acknowledge the scope of the covenants and provisions contained herein to be reasonable and necessary for the protection of Employer and not unduly restrictive upon Employee. However, should a court or any other trier of fact or law determine not to enforce any covenant or provision of this Agreement as written due to overbreadth, then the parties agree that said covenant or provision shall be enforced to the extent reasonable, with the court or such trier to make any necessary revisions to said covenant or provision to permit its enforceability, whether said revisions be in time, territory, or scope of prohibited activities.

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17. E NTIRE A GREEMENT . This Agreement contains the entire agreement of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, covenants, or undertakings, other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Agreement may not be changed except by a writing executed by the parties.

18. H EADINGS . The headings contained herein are for convenience of reference only and are not intended to define, limit, expand or describe the scope or intent of any provision of this Agreement.

19. C OUNTERPARTS . This Agreement may be executed in any number or counterparts, each of which shall be deemed a part of the same original.

I N W ITNESS W HEREOF , the undersigned have executed this Agreement under seal as of the day and year first above written.

EMPLOYER:			EMPLOYEE:

B OND L ABORATORIES , I NC .


By:

Name:

Title:

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E XHIBIT “A”

Restricted Territory

The United States of America

Page 1 of 1

E XHIBIT “B”

Change of Control

For the purposes of this Agreement, a “Change of Control” shall mean a change in control of Employer of a nature that would be required to be reported (assuming such event has not been “previously reported”) in response to Item 1(a) of a Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, a Change in Control shall also be deemed to have occurred at such time as:

(a) Any “person” within the meaning of Section 14(d) of the Exchange Act, other than Employer, a subsidiary, or any employee benefit plan(s) sponsored by Employer or any subsidiary thereof, is or has become the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding securities of Employer ordinarily having the right to vote at the election of directors; or

(b) Individuals who constitute the Board immediately prior to any meeting of stockholders (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof, provided that any person becoming a director whose election, or nomination for election by Employer’s stockholders, was approved by a vote of at least three-quarters (3/4) of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of Employer in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(c) Upon approval by Employer’s stockholders of a reorganization, merger, share exchange or consolidation, other than one with respect to which those persons who were the beneficial owners, immediately prior to such reorganization, merger, share exchange or consolidation, of outstanding securities of Employer ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than fifty percent (50%) of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors; or

(d) Upon approval by Employer’s stockholders of a complete liquidation and dissolution of Employer or the sale or other disposition of all or substantially all of the assets of Employer other than to a subsidiary thereof.

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THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.

BOND LABORATORIES, INC.

COMMON STOCK PURCHASE WARRANT

Number of shares:			Holder:


Expiration Date:		, 2009

Exercise Price per Share:	$____________________________________

Bond Laboratories, Inc., a company organized and existing under the laws of the State of Nevada (the “ Company ”), hereby certifies that, for value received, ______________), or its registered assigns (the “ Warrant Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company (_______________) shares (the “ Warrant Shares ”) of common stock, $0.001 par value (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”) in exchange for (a) one (1) Warrant and (b) $________ per share (as adjusted from time to time as provided in Section 7, per Warrant Share (the “ Exercise Price ”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on _____________, 2009 (the “Expiration Date”), and subject to the following terms and conditions:

1. Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or nay distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.

2. Investment Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”) and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person during the one year distribution compliance period (as defined in Regulation S) following the date hereof. “ Person ” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.

3. Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

4. Registration of Transfers and Exchange of Warrants.

a. Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 9. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.

b . This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section 9 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

5. Exercise of Warrants.

a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 9, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise [as defined herein]) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.

b. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.

c. This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.

6. Call of Warrant(s) by Company. In the event that the average price of the Common Stock of the Company as listed on a nationally public securities market is 122% of the exercise price herein price for a period of twenty consecutive trading days and the Registration Statement is effective for such twenty consecutive trading days, the Company may call the Warrant and pay to the Warrant Holder $0.001 per Warrant.

7. Adjustment of Exercise Price and Number of Shares . The character of the shares of stock or other securities at the time issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following events:

a. Adjustment for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

b. Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a " Reorganization" ), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the " Effective Date "), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

c. Certificate as to Adjustments . In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.

8. Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.

9. Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:

	If to the Company :

	Bond Laboratories, Inc. 777 S. Highway 101 Suite 215 Solana Beach, CA 92075 858-847-9000

	If to the Warrant Holder :

	To the address in this Warrant or to the address provided to the Company by an Investor.

10. Miscellaneous.

a. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder.

b. Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.

c. This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to the principles of conflicts of law thereof.

d. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

e. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.

Bond Laboratories, Inc.

By:

Name:

Title:

FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

To: ABC CORP

In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of ABC CORP and encloses one warrant and $________ for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:

(Please print name and address)

(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:

(Please print name and address)


Dated: ______________	Name of Warrant Holder:

	(Print)

	(By:)

	(Name:)

	(Title:)

		Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Bond Laboratories, Inc.

We hereby consent to the use in the Registration Statement on Form SB-2 of Bond Laboratories, Inc. and the related Prospectus of our report dated August 24, 2006, relating to our audits of the balance sheet of Bond Laboratories, Inc. (the “Company”) as of December 31, 2005 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficiency) and cash flows for the period since July 26, 2005, (Inception), ended December 31, 2005 which appears in this Registration Statement. We also consent to the reference to us under the caption “Experts” in such Registration Statement.



/s/ Jewett Schwartz & Associates.
Jewett Schwartz & Associates .


Hollywood, Florida

September 25, 2006