- Quarterly Report (10-Q)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED January 31, 2009

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

For the transition period from ______________ to ____________________

Commission file number 0-8174

Conolog Corporation
(Exact name of registrant as specified in its charter)

Delaware		22-1847286
(State or other jurisdiction of organization)		(I. R. S. Employer Identification No.)

5 Columbia Road
Somerville, NJ 08876
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (908) 722-8081

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

The number of shares of common stock outstanding as of March 13, 2009 was 1,318,743.

INDEX

PART I	FINANCIAL INFORMATION

Item 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3

	Condensed Consolidated Balance Sheets as of January 31, 2009 (Unaudited) and July 31, 2008 (Audited)	3

	Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2009 and 2008	5
	(Unaudited)

	Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2009 and 2008	6
	(Unaudited)

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
	OPERATIONS AND FINANCIAL CONDITION	8

Item 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9

Item 4T.	CONTROLS AND PROCEDURES	9

PART II	OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	10

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10

Item 3.	DEFAULTS UPON SENIOR SECURITIES	10

Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10

Item 5.	OTHER INFORMATION	10

Item 6.	EXHIBITS	10

	SIGNATURES AND CERTIFICATIONS	10

CONOLOG CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

ASSETS		January 31, 2009			July 31, 2008
		(Unaudited)			(Audited)
Current Assets:
Cash and cash equivalents	$	728,668		$	680,647
Certificate of deposit		-			600,182
Accounts receivable, net of allowance		298,261			360,846
Prepaid expenses		374,835			26,477
Current portion of note receivable		14,864			14,864
Inventory		1,087,055			850,507
Other current assets		551,937			568,529

Total Current Assets		3,055,620			3,102,052

Property and equipment:
Machinery and equipment		1,357,053			1,357,053
Furniture and fixtures		429,765			429,765
Automobiles		34,097			34,097
Computer software		209,380			209,380
Leasehold improvements		30,265			30,265
Total property and equipment		2,060,560			2,060,560
Less: accumulated depreciation		(1,955,725	)		(1,951,725	)
Net Property and Equipment		104,835			108,835

Other Assets:
Deferred financing fees, net of amortization		59,006			295,030
Note receivable, net of current portion		73,062			80,495

Total Other Assets		132,068			375,525

TOTAL ASSETS	$	3,292,523		$	3,586,412

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

CONOLOG CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued

LIABILITIES AND STOCKHOLDERS' EQUITY		January 31, 2009			July 31, 2008
		(Unaudited)			(Audited)
Current Liabilities:
Accounts payable	$	188,304		$	165,601
Accrued expenses		-			61,957
Current convertible debenture, net of discount		575,485			824,853
Total Current Liabilities		763,789			1,052,411



Total Liabilities		763,789			1,052,411


Stockholders' Equity
Preferred stock, par value $.50; Series A; 4% cumulative;
500,000 shares authorized; 155,000 shares issued and
outstanding at January 31, 2009 and July 31, 2008 , respectively.		77,500			77,500
Preferred stock, par value $.50; Series B; $.90 cumulative;
2,000,000 shares authorized; 1,197 shares issued and outstanding
at January 31, 2009 and July 31, 2008 , respectively.		597			597
Common stock, par value $0.01; 30,000,000 shares authorized;
2,882,215 and 2,787,469 shares issued and outstanding at
January 31, 2009 and July 31, 2008 respectively including 9 shares
held in treasury.		28,823			27,875
Contributed capital		50,039,403			50,003,695
Accumulated deficit		(47,485,855	)		(46,819,932	)
Treasury shares at cost		(131,734	)		(131,734	)
Deferred compensation		-			(604,110	)
Prepaid consulting		-			(19,890	)

Total Stockholders’ Equity		2,528,734			2,534,001

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,292,523		$	3,586,412

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

CONOLOG CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)

		For the Three Months						For the Six Months
		Ended January 31,						Ended January 31,
		2009			2008			2009			2008
OPERATING REVENUES
Product revenue	$	488,959		$	338,174		$	945,640		$	522,727
Cost of product revenue
Materials and Labor used in production		130,331			93,453			234,363			196,602
Write down of obsolete inventory parts		-			-			-			100,000
Total Cost of product revenue		130,331			93,453			234,363			296,602
Gross Profit from Operations		358,628			244,721			711,277			226,125

Selling, general and administrative expenses		614,129			1,316,604			1,133,547			2,188,990

Loss Before Other Income (Expenses)		(255,501	)		(1,071,883	)		(422,270	)		(1,962,865	)
OTHER INCOME (EXPENSES)
Interest expense		(14,140	)		(11,313	)		(69,274	)		(11,351	)
Interest income		2,483			32,293			13,812			48,907
Other income		355,267			-			355,267			-
Induced conversion cost		(25,406	)		-			(205,911	)		(944,362	)
Write off of discount on converted debt		-			-			-			(705,088	)
Amortization of deferred loan discount		(50,762	)		(141,016	)		(101,524	)		(349,939	)
Amortization of deferred loan cost		(118,012	)		(126,185	)		(236,024	)		(252,370	)
Total Other Income (Expense)		149,430			(246,221	)		(243,654	)		(2,214,203	)
Loss before provision for income taxes		(106,071	)		(1,318,104	)		(665,924	)		(4,177,068	)
Provision for income taxes		-			-			-			-
NET LOSS APPLICABLE TO COMMON SHARES	$	(106,071	)	$	(1,318,104	)	$	(665,924	)	$	(4,177,068	)

NET LOSS PER BASIC AND DILUTED COMMON SHARE	$	(0.03	)	$	(0.92	)	$	(0.21	)	$	(3.36	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		3,127,079			1,427,076	*		3,123,736			1,241,363	*

*Represents retroactive application of 1:4 reverse stock split.

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

CONOLOG CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For The Six Months Ended January 31, 2009 and 2008
(Unaudited)

		2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(665,924	)	$	(4,177,068	)
Adjustments to reconcile net loss to net cash
used in operations:
Depreciation		4,000			12,000
Amortization of deferred compensation		42,510			659,700
Amortization of prepaid consulting expense		-			60,300
Write off of discount on converted debt		-			705,088
Induced conversion cost		205,911			944,362
Amortization of deferred loan discount		101,524			349,939
Write down of obsolete inventory		-			100,000
Changes in assets and liabilities
Decrease (increase) in accounts receivable		62,585			(78,662	)
Decrease in accounts receivable - other		16,592			-
(Increase) in prepaid expenses		(348,358	)		(63,598	)
(Increase) in inventories		(236,548	)		(82,236	)
Deferred loan closings costs		236,024			252,370
Increase ( decrease) in accounts payable		22,703			(12,605	)
Decrease in accrued expenses and other liabilities		(615	)		(6,853	)
Net cash used in operations		(559,596	)		(1,337,263	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of certificates of deposit		-			(2,210,696	)
Redemption of certificates of deposit		600,182			2,037,330
Net cash provided by (used in) investing activities		600,182			(173,366	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock and warrants		-			1,334,200
Proceeds from note receivable		7,433			7,432
Net cash provided by financing activities		7,433			1,341,632
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		48,021			(168,997	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		680,647			687,011
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	728,668		$	518,014
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest expense	$	7,931		$	11,351
Income Taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Debt converted to equity	$	350,892		$	1,246,171
Common stock (cancelled) for services to be provided	$	(19,890	)
Common stock (cancelled) issued for deferred compensation	$	(561,210	)	$	1,319,400
Common stock issued for accrued interest	$	61,342		$	-

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

CONOLOG CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2009
(Unaudited)

Note 1 – Unaudited Financial Statements

The condensed unaudited interim consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, 2008 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the period presented. Results of operations for the six months ended January 31, 2009 should not necessarily be taken as indicative of the results of operations that may be expected for the fiscal year ending July 31, 2009.

Note 2 – Conversion of Debt

On March 12, 2007 a private placement of an aggregate of $2,825,000 of Convertible Debentures was placed with eight investors. The Convertible Debentures, subject to stockholder approval as required by any applicable Nasdaq rules, are convertible into an aggregate of 1,412,500 shares of the common stock of the Company.

The Conversion Price of the Convertible Debentures is $2.00 per share. The investors also received warrants to purchase an aggregate of 1,412,500 shares of the Company’s common stock at an exercise price of $2.88 per share, exercisable beginning at any time on the sooner of September 8, 2007 or the date the Company’s stockholders approves the issuance of the Company’s common stock issuable on conversion of the Convertible Debentures (if such approval is required by the applicable rules of the Nasdaq) through the fifth anniversary of the issuance. In addition, the selling agent (including certain of its employees and affiliates) was granted a warrant to acquire 282,500 shares of the Company’s common stock. The Company received net proceeds of $2,487,500.

On September 7, 2007, the Company’s Board of Directors voted unanimously to adjust the original conversion price of their outstanding debentures from $2.00 to $1.40 resulting in the reduction in Notes payable of $ 1,246,171.

On December 26, 2007, the Company’s Board of Directors voted unanimously to further adjust the original conversion price of their outstanding debentures from $1.40 to $1.05. There has been no reduction in Notes payable at this $1.05 conversion price.

On June 12, 2008, the Company’s Board of Directors voted unanimously to adjust the original conversion price of their outstanding debenture from $4.20 (post reversal) to $1.20 resulting in the reduction in Notes payable of $627,071.

On September 8, 2008, The Company has reduced the exercise price of the warrants issued in connection with the Subscription Agreement, dated March 12, 2007 (the “Subscription Agreement”), from $1.20 per share to $0.50 per share. As a result of the reduction of the warrant exercise price, pursuant to Section 12 (b) of the Subscription Agreement, the conversion price of the Convertible Notes issued in connection with the Subscription Agreement is now $0.50 per share. Any shares in excess of the shares that already have been registered for sale on conversion of the Notes will not be registered under the Securities Act of 1933, as amended, and, therefore, may not be offered for sale, pledged or hypothecated in the absence of an effective registration statement or an opinion of counsel reasonably satisfactory to the Company that such registration is not required.

As a result of the above reductions in exercise and conversion prices, for the six months ended January 31, 2009 investors have converted $342,042 of debt for 684,084 common stock shares. The Company has recognized an Induced Conversion cost related to these conversions of $205,911 for the six months ended January 31, 2009 compared to a $944,362 Induced Conversion cost for the same six month period last year.

Note 3 - Nasdaq Notification

On August 26, 2008 Conolog received a Nasdaq Staff Deficiency Letter stating that, as the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market set forth in Marketplace Rule 4310( c)(4), in accordance with Marketplace Rule 4310( c) (8)(D), the Company will be provided 180 calendar days , or until February 23, 2009, to regain compliance. If at any time before February 23, 2009, the bid price of the Company’s stock closes at $1.00 per share or more for a minimum of 10 consecutive business days Nasdaq will provide written notification that the Company complies with the rule.

On October 16, 2008, NASDAQ implemented a temporary suspension of the Marketplace Rule 4310(c ) (4) regarding the minimum closing bid price of $1.00. This temporary suspension will allow Conolog until May 24, 2009 to regain compliance.

Note 4 – Major Customers

The Company’s revenues from three customers accounted for $643,473 or 68% of total revenues in the six months ended January 31, 2009. Total amounts due from these customers at January 31, 2009 were $255,107 or 86% of total accounts receivable. These three customers accounted for 10% or more of total revenues, which is the definition of a major customer.

Note 5 – Subsequent Events

On February 25, 2009 the Company held its Annual Meeting of Shareholders. The shareholders approved a proposal to effect a reverse stock split of the Company’s common stock at a ratio not less than two-for-one and not greater than six-for-one, with the exact ratio to be set within such range in the discretion of the Board of Directors. On February 26, 2009 by unanimous written consent of the Board of Directors, the Board declared a one (1) for five (5) reverse split effective upon the filing of the Certificate of Amendment with the Secretary of State of Delaware.

On March 16, 2009 the Company received a NASDAQ Staff Notification that its common stock had maintained a minimum bid price of $1.00 per share or greater for at least 10 consecutive business day and accordingly had regained compliance with Marketplace Rule 4301 ( c) (4).

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

FOR THE THREE AND SIX MONTHS ENDED January 31, 2009

Product revenues for the six months ended January 31, 2009 totaled $945,640 representing an increase of 81% from the $522,727 reported for the same six month period last year. Product revenues for the three months ended January 31, 2009 totaled $488,959, representing an increase of 45% from $338,174 for the same three month period last year. The Company attributes this to increased order releases from utilities.

Product Cost (Material and Direct Labor) for the three months ended January 31, 2009 and 2008 totaled $130,331 and $93,453. Product Cost (Material and Direct Labor) for the six months ended January 31, 2009 and January 31, 2008 totaled $234,363 (25% of Product revenues) and $196,602 (38% of Product revenues [excluding $100,000 inventory write down]) respectively. This reflects a net reduction of 13 % in Product Cost. The Company attributes this improvement to Product Costs to the standardizing of costs to build our new PDR-2000 systems; the outsourcing of assemblies and continued use of assembly standards under ISO-9000.

Gross Profit for the six months ended January 31, 2009 and January 31, 2008 amounted to $711,277 or 75% and $226,125 or 43% respectively, the increase is a direct result of the increase in sales deliveries as of January 31, 2009.

Selling, general and administrative expenses for the six months ended January 31, 2009 amounted to $1,133,547, a reduction of $1,055,443 from the same period last year. Selling, general and administrative expenses for the three months ended January 31, 2009 amounted to $614,129, a reduction of $702,475 for the same period last year..

Non-cash non-operating expenses for the six-month period totaled $543,459 and included expenses related to the induced conversion cost of $205,911; $101,524 for amortization of deferred debenture discount and $236,024 for amortization of deferred debenture costs.

As a result of the foregoing, the Company reported a net loss from operations of ($665,924) or ($.21) per share compared to a loss of ($4,177,068) or ($3.36) per share for the six months ended January 31, 2009 and 2008, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories from the Company’s product segment increased from $850,507 at July 31, 2008 to $1,087,055 for the six months ended January 31, 2009, an increase of $236,548. This additional inventory is required to satisfy the Company’s current backlog of over $300,000 in purchase orders and expected orders for the remainder of the 3 ^nd quarter of fiscal year 2009 of $400,000.

Accounts Receivable-trade decreased to $298,261 for the six months ended January 31, 2009 from $360,846 as of July 31, 2008.

The Company expects to meet its cash requirements for the next 12 months through existing cash balances.

STATEMENT REGARDING PRESENT OPERATIONS

There were no material changes in the nature of the operations of the Registrant during the six months ended January 31, 2009. Detailed information is contained in the Registrant’s annual report on Form 10-K for the fiscal year ended July 31, 2008.

FORWARD LOOKING STATEMENTS

This quarterly report contains certain “forward-looking statements” within the meaning of Section 27A of The Securities Act of 1933, as amended and section 21E of The Securities Act of 1934, as amended. Such Statements are subject to certain risks and uncertainties, including, among other things, significant variations in recognizing revenue due to customer-caused delays, and intense competition from more well known companies, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above, among other factors, could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically declines any obligations, to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T – CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined under Rule 13a-15 (e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose under the Securities and Exchange Act of 1934.

(b) Changes in internal controls

There have been no significant changes in the Company’s internal controls or, to its knowledge, in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings

Meyers Associates, L.P. v. Conolog Corporation, Supreme Court of the State of New York, County of New York

Index No. 600824/07.

On March 13, 2007, Meyers Associates, L.P. commenced an action against Conolog Corporation, asserting that: (1) Conolog breached a purported contract it had with Meyers pursuant to which it claims Meyers was to act as lead underwriter in connection with a Regulation D securities offering for Conolog, and (2) Conolog misappropriated a purported confidential list of potential investors. Conolog denies the allegations in the complaint and intends to vigorously defend against Meyers’s claims. On January 10, 2008 the Court heard arguments on Conolog’s motion to dismiss, or, in the Alternative, for Summary Judgment. On March 5, 2008 the Court granted Conolog’s motion for summary judgment and on April 1, 2008 a Court conference was held to determine the remaining portion of the complaint in the amount of under $5,000. The complainant did not appear for this conference.

Allen Wolfson v. Conolog Corporation, United States District Court for the Southern District of New York, Case Number 08-cv-3790.

On April 22, 2008, Allen Wolfson filed an action against Conolog Corporation, asserting that there was a breach of contract in connection with four consulting contracts allegedly entered into with ”plaintiff and entities controlled by plaintiff.” On June 10, 2008, the company filed a motion to dismiss Plaintiff’s complaint on the grounds that the Court lacks personal jurisdiction over the Company or, in the alternative, for Plaintiff’s failure to state a claim upon which relief can be granted. The motion to dismiss was fully briefed and submitted to the Court on June 26, 2008. On February 25, 2009 the United States District Court for the Southern District of New York dismissed Wolfson’s claim.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: During the quarter ended January 31, 2009, three Note Holders exercised conversion rights to convert $58,680 principal and interest to 117,359 unregistered shares of common stock.

Item 3. Defaults upon Senior Securities – None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5. Other Information – None

ITEM 6 . Exhibits

Exhibit Number Description
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant’s caused this report to be signed on its behalf by the undersigned, thereunto and duly authorized