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EX-32.1 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.inolife_ex32.htm
EX-31.1 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.inolife_ex311.htm


U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q/A
(Amendment 1)
 
x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2010.
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to______.

Commission File No. 0-50863
 
INOLIFE TECHNOLOGIES, INC.
 (Exact Name of Registrant as Specified in its Charter)
   
 NEW YORK 
 
 30-0299889
(State or Other Jurisdiction of  incorporation or organization)  
 
(I.R.S. Employer Identification No.)
 
8601 SIX FORKS ROAD SUITE 400, RALEIGH, NC 27615
 (Address of principal executive offices)
 
Issuer's Telephone Number, including Area Code: (919) 676-5334
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One)
 
Large accelerated filer   o Accelerated filer   o
Non-accelerated filer    o Small reporting company   x
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date: May 20, 2011 Common Voting Stock: 628,873,815 shares.

Explanatory Note: We are filing this Amended Quarterly Report on Form 10-Q/A (the “Amended Filing”) to our Quarterly Report on Form 10-Q for the quarter end December 31, 2010, which was filed with the Securities and Exchange Commission (“SEC”) on February 14, 2011 (the “Original Filing”), to amend and restate our unaudited consolidated financial statements and related disclosures for the three and nine months ended December 31, 2010 and the period from inception to December 31 , 2010, as discussed in Note I to the accompanying restated consolidated financial statements, as well as update Item 2 Management Discussion and Analysis of Financial Condition and Results of Operations, as a result of the restatement of our consolidated financial statements.
 


 
 

 
 
TABLE OF CONTENTS
 
  PART I – FINANCIAL STATEMENTS    
Page
 
           
Item 1.
Financial Statements.    
    3  
           
Item 2. 
Management's Discussion and Analysis of Financial Condition and Results of Operations. 
   
9
 
           
Item 3. 
 Quantitative and Qualitative Disclosures About Market Risk.    
   
10
 
           
Item 4.  
Controls and Procedures.  
   
11
 
           
  PART II - OTHER INFORMATION        
           
Item 1.
Legal Proceedings.     
   
12
 
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds. 
   
12
 
           
Item 3.  
Defaults Upon Senior Securities.
   
12
 
           
Item 4.  
Submission of Matters to a Vote of Security Holders.  
   
12
 
           
Item 5.
Other Information.   
   
12
 
           
Item 6.
Exhibits.       
   
13
 
 
 
2

 
 
PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

INOLIFE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

   
(Unaudited & Restated)
December 31,
2010
   
March 31, 2010
 
Assets
           
Current Assets:
           
Cash and Cash Equivalents
  $ 95,021     $ 42,512  
Prepaid Expenses
    869,425       -  
Other Current Assets
    5,950       -  
Total Assets
  $ 970,396     $ 42,512  
                 
Liabilities and Shareholders' Earnings (Deficit)
               
Current Liabilities:
               
Accounts Payable
  $ 77,804     $ 71,358  
Loans Payable-Management
    6,675       39,993  
Current Portion of Convertible Notes Payable
    158,750       -  
Accrued Interest
    40,784       4,370  
Payroll Tax Liabilities
    14,211       14,211  
Total Current Liabilities
    298,224       129,932  
                 
Convertible Notes Payable, Less Current Portion
    245,000       204,750  
Total Liabilities
    543,224       334,682  
                 
Shareholders’ Earnings (Deficit)
               
Common Stock, par value $0.01 per share, 250 million shares authorized, 194,266,836 shares issued (105,115,744 shares as of March 31, 2010)
    1,942,668       1,051,157  
Preferred Stock, par value $0.01 per share, 50 million shares authorized, none issued
    -       -  
Shares held in Escrow
    (250,000 )     (250,000 )
Additional Paid In Capital
    1,651,586       -  
Retained Deficit
    (2,917,082 )     (1,093,327 )
Total Shareholders' Earnings (Deficit)
    427,172       (292,170
Total Liabilities and Shareholders' Earnings (Deficit)
  $ 970,396     $ 42,512  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
3

 
 
INOLIFE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009, THE NINE MONTHS ENDED
DECEMBER 31, 2010, AND PERIOD FROM DATE OF INCEPTION (JUNE 17, 2009) TO DECEMBER 31, 2009 AND 2010 (UNAUDITED)
 
    (Unaudited)Three Months Ended     (Unaudited) Nine Months Ended     (Unaudited) Period From June 17, 2009 to     (Unaudited) Period From Date of Inception (June 17, 2009) to  
December 31,
 
2010
(Restated)
   
2009
 
   
2010
(Restated)
   
2009
 
   
2010
(Restated)
 
Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
Expenses
                                       
Marketing and Advertising
    9,790       11,300       23,798       11,300       36,566  
Professional Services
    545,600       249,727       998,797       267,142       1,287,615  
Interest
    21,685       1,093       36,414       3,278       40,784  
Office and General Administrative
    11,948       1,103       31,672       1,103       35,828  
Rent
    3,446       6,138       10,383       6,138       19,974  
Total Expenses
    592,469       269,361       1,101,064       288,961       1,420,767  
                                         
Loss from Operations
    (592,469 )     (269,361 )     (1,101,064 )     (288,961 )     (1,420,767 )
                                         
Other Expense (Income)
                                       
Gain on Debt Forgiveness
    -       (10,501 )     -       (10,501 )     (10,501 )
Recapitalization Expenses
    -       -       -       759,590       759,590  
Total Other Expenses(Income)
    -       (10,501 )     -       749,089       749,089  
                                         
Net Loss
  $ (592,469 )   $ (258,860 )   $ (1,101,064 )   $ (1,038,050 )   $ (2,169,856 )
                                         
Earnings per Share
                                       
Basic
  $ (0.0034 )   $ (0.0033 )   $ (0.0080 )   $ (0.0147 )        
Diluted
  $ (0.0034 )   $ (0.0033 )   $ (0.0080 )   $ (0.0147 )        
                                         
Weighted Average Common Shares Outstanding
                                       
Basic
    171,984,431       79,251,547       137,054,208       70,497,931          
Diluted
    171,984,431       79,251,547       137,054,208       70,497,931          

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

 
 
4

 
 
INOLIFE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EARNINGS (DEFICIT)
FOR THE PERIOD FROM DATE OF INCEPTION (JUNE 17, 2009) THROUGH DECEMBER 31, 2010

   
Shares
   
Common
Stock
   
Shares Held in Escrow
   
Additional Paid In Capital
   
Retained
Deficit
   
Total
 
Balance at Inception (June 17, 2009)
    14,405,908     $ 144,059     $ -     $ -     $ -     $ 144,059  
                                                 
Common Stock Issued for Services
    24,000,000       240,000       -       -       -       240,000  
Common Stock Issued for Satisfaction of Convertible Note Payable
    41,709,836       417,098       -       -       (24,535 )     392,563  
Shares Issued for Collateral
    25,000,000       250,000       (250,000 )     -       -       -  
Net Loss
    -       -       -       -       (1,068,792 )     (1,068,792 )
Balance at March 31, 2010
    105,115,744     $ 1,051,157     $ (250,000 )   $ -     $ (1,093,327 )   $ (292,170 )
                                                 
Common Stock Issued for Services
    10,240,000       102,400       -       14,470       -       116,870  
Common Stock Earned but not Issued
    -       -       -       1,651,586       -       1,651,586  
Common Stock Issued for Satisfaction of Convertible Note Payable
    78,911,092       789,111               (14,470 )     (722,691 )     51,950  
Net Loss
    -       -       -       -       (1,101,064 )     (1,101,064 )
Balance at December 31, 2010 – Unaudited & Restated
    194,266,836     $ 1,942,668     $ (250,000 )   $ 1,651,586     $ (2,917,082 )   $ 427,172  

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

 
5

 

INOLIFE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2010, THE PERIOD FROM
THE DATE OF INCEPTION (June 17, 2009) TO DECEMBER 31, 2009 and 2010 (UNAUDITED)

   
Nine Months Ended December 31, 2010
(Restated)
   
Period from the Date of Inception to December 31, 2009
   
Period from the Date of Inception to December 31, 2010
(Restated)
 
Cash Flows from Operating Activities
                 
Net Loss
  $ (1,101,064 )   $ (1,038,050 )   $ (2,169,856 )
NON-CASH ADJUSTMENTS
                       
Common Stock Issued in Exchange for Services
    899,031       240,000       1,139,031  
Gain on Debt Forgiveness
    -       (10,501     (10,501
Loss on Recapitalization
    -       759,590       759,590  
Changes in Assets and Liabilities
                       
Accounts Payable
    6,446       (20,241 )     (13,795 )
Accrued Interest
    36,414       (1,250 )     39,534  
Net Cash Used in Operating Activities
    (159,173 )     (70,452 )     (255,997 )
                         
Cash Flows from Financing Activities
                       
Proceeds from Issuance of Convertible Note Payable
    245,000       -       269,235  
Net (Repayment) Proceeds from Shareholder Loans
    (33,318 )     98,535       81,783  
Net Cash Provided by Financing Activities
    211,682       98,535       351,018  
                         
Net Change in Cash and Cash Equivalents
    52,509       28,083       95,021  
                         
Cash and Cash Equivalents – Beginning of Period
    42,512       -       -  
Cash and Cash Equivalents – End of Period
  $ 95,021     $ 28,083     $ 95,021  
                         
Supplemental Cash Flow Disclosures
                       
Cash paid for interest
  $ -     $ -     $ -  
Net cash payments for income taxes
  $ -     $ -     $ -  
                         
Supplemental Schedule of Non-Cash Financing Activities
                       
Common Stock Issued for Services
  $ 116,870     $ 240,000     $ 356,870  
Common Stock Earned but not Issued
  $ 1,651,586     $ -     $ 1,651,586  
Common Stock Issued in Satisfaction of Convertible Note Payable
  $ 51,950     $ 7,000     $ 61,450  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
6

 
 
INOLIFE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - THE COMPANY HISTORY
 
InoLife Technologies, Inc. was incorporated under the laws of the State of New York on November 12, 1998 as Safe Harbour Health Care Properties, Ltd. In July 2004, the Company changed its name to Centale, Inc. The Company was engaged in the business of leasing real estate to health care facilities. During 1999, the Company ceased its operations and commenced actions to voluntarily seek protection from creditors under the bankruptcy code. During 2003, the Company distributed its assets to the creditors in satisfaction of its outstanding liabilities. The bankruptcy was subsequently dismissed. The Company remained dormant until 2004, when one of the Company's shareholders purchased a controlling interest. In February 2004, the Company began its development stage as an internet based marketing company. The development stage ended during the fiscal year ended March 31, 2006. The Company, as of December 2007 discontinued its internet marketing due to difficulties with service providers and subsequent cancellations by customers.
 
In August 2009, Gary Berthold purchased 35,013,540 shares of InoLife Technologies, Inc. representing a majority of the outstanding shares.  In connection with the purchase, all of the directors and officers of the Company resigned from their positions, after first appointing Berthold as a director.
 
Effective September 17, 2009, the Board of Directors of the Company authorized the execution of a share exchange agreement (the “Share Exchange Agreement”) with Inovet, Ltd., a Delaware corporation (“InoVet”) and the shareholders of InoVet (the “InoVet Shareholders”). In accordance with the terms and provisions of the Share Exchange Agreement, the Company agreed to: (i) acquire all of the issued and outstanding shares of common stock of InoVet from the InoVet Shareholders; and (ii) issue an aggregate of 10,000,000 shares of its restricted common stock to the InoVet Shareholders.
 
NOTE B - BASIS OF PRESENTATION
 
The condensed consolidated financial statements of Inolife Technologies, Inc. (the "Company") included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction 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.  These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto, included in the Company’s Form 10K Annual Report, and other filings with the SEC.
 
The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period of or for the fiscal year taken as a whole.  Factors that affect the comparability of financial data from year to year and for comparable interim periods include non-recurring expenses associated with the Company’s registrations with the SEC and the seasonal fluctuations of the business. Certain financial information that is not required for interim financial reporting purposes has been omitted.
 
NOTE C - RECLASSIFICATION
 
Certain reclassifications have been made to the financial statement presentation in the prior period to correspond to the current year's format.
 
NOTE D - RECENT ACCOUNTING UPDATES
 
There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations. There were no recent accounting pronouncements that are likely to have a material effect on the Company’s financial position or results of operations.

 
7

 

INOLIFE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE E -GOING CONCERN
 
The accompanying consolidated 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. The Company has losses for the nine months ended December 31, 2010 of $1,101,064.  As of December 31, 2010 and from the date of inception June 17, 2009 the Company recorded an accumulated deficit of approximating $2,917,082. 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 planning 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 F – CONVERTIBLE NOTES PAYABLE
 
The Company has issued various convertible debentures to accredited investors with interest rates ranging from 12% to 20%.  The Investors can convert the principal and accrued but unpaid interest of the debentures into shares of the Company’s common stock. The Conversion Price per share is 75% of the lowest closing price for the Company’s stock during the 20 trading days prior to notice of conversion from the Investor.  As of December 31, 2010, there were $403,750 of convertible notes payables with $158,750 maturing within one year and the remaining portion of $245,000 maturing in two years.  As of March 31, 2010, there were $204,750 of convertible notes payables that matures on November 2011.
 
During the nine months ended December 31, 2010, the Company issued an aggregate of 78,911,092 shares of its common stock to issuers pursuant to the conversion of the Convertible Debentures.  As a result of the conversions the Company reduced its outstanding convertible notes payable balance by $51,950.
 
NOTE G - COMMON & PREFERRED STOCK
 
During the nine months ended December 31, 2010, the Company did not issue any shares of its Preferred Stock.  The Company had issued 78,911,092 shares of common stock in satisfaction of $51,950 of convertible notes payable and 10,240,000 shares of common stock for services rendered and to be rendered in future periods in the amount of $116,870.  The amount of services rendered and to be rendered in future periods amounted to $91,670 and $25,200, respectively.   The amount for services rendered already was recorded in the professional services line on the consolidated statement of operations and the amount for services to be rendered in future periods was recorded in the prepaid expense line on the consolidated balance sheets.
 
In August 2010, the Company entered into several consulting agreements with third party service providers which were subsequently memorialized in written consulting agreements.  Due to certain clauses in the agreements, the rights to 153,178,310 shares of Common Stock had vested as of December 31, 2010 for $844,225 of services to be rendered in the future and $807,361 of services rendered already.  The amount for services to be rendered in future periods was recorded in the prepaid expense line on the consolidated balance sheets and the amount for services rendered already was recorded in the professional services line on the consolidated statement of operations.  The shares of Common Stock are expected to be issued within the year as the number of authorized shares increase, as discussed in Note H.
 
NOTE H – SUBSEQUENT EVENT
 
On February 4, 2010, the Company filed a Preliminary 14C with the Securities and Exchange Commission advising of shareholder action to approve an increase of the authorized capital of the Company to a total of 910,000,000 consisting of 900,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.01 per share.
 
NOTE I – RESTATEMENT
 
These financial statements have been restated in June 2011.  The effect of the restatement was to reflect the financial impact of the vesting of 153,178,310 shares of Common Stock as discussed in Note G – Common & Preferred Stock.
 
 
8

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
 
Forward-Looking Statements: No Assurances Intended
 
In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of InoLife Technologies, Inc.  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
 
Results of Operations
 
Due to our continued lack of funds, our operations are very limited.  As a result, we realized no revenue during the nine months ended December 31, 2010.
 
Since we have no employees, the largest expenses during the three and nine months ended December 31, 2010 were for professional services.  The expense related to professional services was $545,600 and $998,797 for the three and nine month periods ended December 31, 2010, respectively, and which totaled $1,287,615 during the period from inception (6/17/2009) to December 31, 2010.
 
We realized net losses of $592,469 and $1,101,064 for the three and nine month periods ended December 31, 2010, respectively.  During the period from inception to December 31, 2010, we realized a retained deficit of $2,917,082, primarily due to operating losses of $1,420,767, a loss of $759,590 due to recapitalization expenses during the period from inception to December 31, 2010 and issuance of shares below par value which has totaled $747,226 since the inception of the Company (6/17/2009).
 
Liquidity and Capital Resources
 
Since we initiated our business operations in 2009, our operations have been funded primarily by the private sale of equity and debt to investors.  However, during the nine months ended December 31, 2010, there was $245,000 received through financing and loans from shareholders.  As a result, through December 31, 2010, we had used virtually all of our funds for our operations.
 
We continue to actively seek investment capital.  At the present time, however, we have had limited commitments from funders to provide us any additional funds.
 
 
9

 
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
 
Impact of Accounting Pronouncements
 
There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.  There were no recent accounting pronouncements that are likely to have a material effect on the Company’s financial position or results of operations.
 
Plan of Operation
 
The plan of operation of InoLife Technologies, Inc. (the “Company”) for the next twelve months is centered around two main goals. First, based upon the Company’s acquisition of InoVet, Ltd.(“InoVet”), the Company intends to focus upon developing and implementing business opportunities based upon the body of research already accomplished by InoVet in the area of developing and introducing new treatments and support services that help prevent and treat cancer in companion animals. As such, a prime goal of the Company is to be active in the further development of Bone Marrow Transplantation and other cancer treatment procedures to benefit companion animals (dogs and cats) that are diagnosed with lymphoma, other types of cancers, and other diseases that are currently incurable. As part of its plan, the Company will seek to identify and establish formal working relationships and partnerships with some of the top Veterinary Oncologists and Veterinary Cancer Researchers in the United States.  Second, the Company currently intends to identify, develop and market multi-faceted, human diagnostic product lines marketed towards both potential professional medical and retail customers.  Based upon the Company’s recent execution of a Strategic Alliance Agreement with InoHealth, Inc., the Company currently anticipates that at least some of these product lines will revolve around genetic DNA testing. 
 
The Company currently has limited financial resources available. The Company's continued existence is strongly dependent upon its ability to raise capital and to successfully develop, market and sell its products.  The Company plans to raise working capital through equity and/or debt offerings and future profitable operations.  However, the Company does not presently have any assurances that such additional capital is, or will be available.  There is a limited financial history of operations from which to evaluate our future prospects, including our ability to develop a wide base of customers for our products and services. We may encounter unanticipated problems, expenses and delays in marketing our products and services and securing additional customers. If we are not successful in developing a broad enough market for our products and services, our ability to generate sufficient revenue to sustain our operations would be adversely affected.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.
 
 
10

 
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Gary Berthold, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of InoLife Technologies, Inc.’s disclosure controls and procedures as of December 31, 2010.  Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure controls and procedures” means controls and other procedures that are designed to insure that information required to be disclosed by InoLife Technologies, Inc. in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission’s rules.  “Disclosure controls and procedures” include, without limitation, controls and procedures designed to insure that information InoLife Technologies, Inc. is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.  In the course of that review, Mr. Berthold identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.
 
The material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  In light of this situation, management has considered adding personnel to the company’s bookkeeping and accounting operations.  However, as there has been no instance during fiscal 2009 or fiscal 2010 in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our limited resources at this time.
 
Based on his evaluation, Mr. Berthold concluded that InoLife Technologies, Inc.’s system of disclosure controls and procedures was not effective as of December 31, 2010 for the purposes described in this paragraph.
 
Changes in Internal Controls.  There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during InoLife Technologies, Inc.’s first three fiscal quarters that has materially affected or is reasonably likely to materially affect InoLife Technologies, Inc.’s internal control over financial reporting.
 
This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.
 
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PART II   -   OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS.
 
None.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
The Company has sold securities which are not registered under the Securities Act of 1933 (the “Act”) as described below.  Such issuances were exempt from registration under Section 4(2) of the Act.  Subscribers and service providers had access to information concerning the Company and were deemed accredited investors.
 
In August 2010, the Company entered into four consulting agreements with third party service providers which were subsequently memorialized in written consulting agreements.  Due to certain clauses in the agreements, the rights to 153,178,310 shares of common stock have vested as of December 31, 2010.
 
On September 3, 2010 and September 17, 2010 the Company sold $20,000 and $52,000, respectively, of its 12% Convertible Debentures to an accredited investor. The Investor can convert the principal and accrued but unpaid interest of the debenture into shares of the Company’s common stock. The Conversion Price per share is 75% of the lowest closing price for the Company’s stock during the 20 trading days prior to notice of conversion from the Investor.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
 
None.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
None.
 
ITEM 5.  OTHER INFORMATION.
 
On February 4, 2010, the Company filed a Preliminary 14C with the Securities and Exchange Commission advising of shareholder action to approve an increase of the authorized capital of the Company to a total of 910,000,000 consisting of 900,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.01 per share.  We expect the action to be completed on or about March 1, 2011.
 
 
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ITEM 6. EXHIBITS
 
10.1  
Convertible Note dated September 3, 2010 (previously filed)
   
10.2   
Convertible Note dated September 17, 2010 (previously filed)
   
10.3
Continental Investment Group, Inc. Consulting Agreement (previously filed on Form 8-K Current Report dated June 2, 2011)
   
10.4
TRO Investments, Inc. Consulting Agreement (previously filed on Form 8-K Current Report dated June 2, 2011)
   
10.5
Connied, Inc. Consulting Agreement (previously filed on Form 8-K Current Report dated June 2, 2011)
   
10.6
Fuselier and Co., Inc. (previously filed on Form 8-K Current Report dated June 2, 2011)
   
31.1   
Rule 13a-14(a) Certification – CEO
   
31.2 
Rule 13a-14(a) Certification – CFO
   
32 
Certification pursuant to Section 1350

 
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SIGNATURES
 
Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the undersigned thereunto duly authorized.
 
 
 
INOLIFE TECHNOLOGIES, INC.
 
       
Date: June 6, 2011
By:
/s/ Gary Berthold
 
   
Gary Berthold, Chief Executive Officer
 

 
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