Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Eco-Shift Power Corp. | Financial_Report.xls |
| EX-32.1 - EXHIBIT 32.1 - Eco-Shift Power Corp. | ex32_1.htm |
| EX-31.1 - EXHIBIT 31.1 - Eco-Shift Power Corp. | ex31_1.htm |
WASHINGTON,
DC 20549
FORM
10-Q
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR
THE QUARTERLY PERIOD ENDED June 30, 2011
OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR
THE TRANSITION PERIOD FROM__________ to __________
Commission
File Number: 000-21134
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IFLI
ACQUISITION CORP.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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04-2893483
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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|
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Incorporation
or Organization)
|
Identification
Number)
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3960
N Andrews Avenue
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||
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Oakland
Park, Florida
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33309
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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(561)
420-0577
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(Registrant’s
Telephone Number, including Area Code)
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(Former
Name, former Address and former Fiscal Year, if
changed since last Report)
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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 has submitted
electronically and posted to its corporate Web site, if any,
every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
Yes
o No
o
Indicate
by check mark whether the registrant is a large accelerated
filer, an accelerated filer, 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
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes
x No
o
As
of August 1, 2011, there were 2,027,788 shares of Common
Stock, par value $0.01 per share, outstanding.
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
Quarterly
Report on Form 10-Q
For
the Period Ended June 30, 2011
Table
of Contents
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Page
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1
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8
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9
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9
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10
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10
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10
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10
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10
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10
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10
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10
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11
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Exhibit
31.1
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Exhibit
32.1
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ii
Certain
information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted
from the following condensed financial statements pursuant to
the rules and regulations of the Securities and Exchange
Commission. IFLI Acquisition Corp. (the
“Registrant”, the “Company”,
“IFL”, “IFLI”, “we”,
“us”, or “our”) believes that the
disclosures are adequate to assure that the information
presented is not misleading in any material respect. The
following condensed financial statements should be read in
conjunction with the year-end financial statements and notes
thereto included in our Annual Report on Form 10-K for the
year ended December 31, 2010.
The
results of operations for the interim periods presented
herein are not necessarily indicative of the results to be
expected for the entire fiscal year, or for any other
period.
When
we refer to our fiscal year in this report, we are referring
to the fiscal year ended December 31 of that year. Thus, we
are currently operating in our fiscal 2011 year, which
commenced on January 1, 2011. Unless the context expressly
indicates a contrary intention, all references to years in
this filing are to our fiscal years.
-1-
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
CONDENSED
BALANCE SHEETS
|
JUNE
30,
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DECEMBER
31,
|
|||||||
|
2011
|
2010
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|||||||
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(UNAUDITED)
|
||||||||
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ASSETS
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||||||||
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CURRENT
ASSETS:
|
||||||||
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Cash
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$ | 4,023 | $ | 151 | ||||
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Prepaid
Expenses
|
90,398 | 101,033 | ||||||
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TOTAL
CURRENT ASSETS
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$ | 94,421 | $ | 101,184 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
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CURRENT
LIABILITIES:
|
||||||||
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Accounts
Payable
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$ | 14,236 | $ | 13,390 | ||||
|
Accrued
Expenses and Other Current Liabilities
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17,500 | 27,500 | ||||||
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Loan
Payable
|
45,000 | — | ||||||
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TOTAL
CURRENT LIABILITIES
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76,736 | 40,890 | ||||||
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STOCKHOLDERS’
EQUITY:
|
||||||||
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Preferred
Stock, $.01 Par Value; 5,000,000 Shares Authorized;
No Shares of Series A Convertible Preferred Stock
Issued and Outstanding at June 30, 2011 and 18,000
Shares Issued and Outstanding at December 31,
2010
|
— | 180 | ||||||
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Common
Stock, $.01 Par Value; 75,000,000 Shares Authorized;
2,027,788 Shares Issued and Outstanding
at June 30, 2011 and 1,982,788 Shares
Issued and Outstanding at December 31,
2010
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20,278 | 19,828 | ||||||
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Additional
Paid-In Capital
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37,301,541 | 37,301,772 | ||||||
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Accumulated
Deficit
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(37,304,134 | ) | (37,261,486 | ) | ||||
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TOTAL
STOCKHOLDERS’ EQUITY
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17,685 | 60,294 | ||||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 94,421 | $ | 101,184 | ||||
The
accompanying notes are an integral part of the condensed
interim financial statements.
-2-
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
|
FOR
THE THREE MONTHS
ENDED
JUNE 30,
|
FOR
THE SIX MONTHS
ENDED
JUNE 30,
|
|||||||||||||||
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2011
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2010
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2011
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2010
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|||||||||||||
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REVENUES
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$ | — | $ | — | $ | — | $ | — | ||||||||
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SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
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25,820 | 28,162 | 42,513 | 73,818 | ||||||||||||
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OTHER
INCOME (EXPENSES):
|
||||||||||||||||
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Interest
Expense
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(90 | ) | — | (135 | ) | (15 | ) | |||||||||
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Interest
Income
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— | 5 | — | 5 | ||||||||||||
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TOTAL
OTHER INCOME (EXPENSES) – NET
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(90 | ) | 5 | (135 | ) | (10 | ) | |||||||||
|
NET
LOSS
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$ | (25,910 | ) | $ | (28,157 | ) | $ | (42,648 | ) | $ | (73,828 | ) | ||||
|
NET
LOSS PER COMMON SHARE – BASIC AND
DILUTED
|
$ | (0.01 | ) | $ | (0.14 | ) | $ | (0.02 | ) | $ | (0.37 | ) | ||||
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
–BASIC AND DILUTED
|
2,017,458 | 200,435 | 2,000,219 | 200,435 | ||||||||||||
The
accompanying notes are an integral part of the condensed
interim financial statements.
-3-
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
FOR
THE
|
||||||||
|
SIX
MONTHS ENDED
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||||||||
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JUNE
30
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||||||||
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2011
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2010
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|||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
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Net
Loss
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$ | (42,648 | ) | $ | (73,828 | ) | ||
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Changes
in Operating Assets and Liabilities:
|
||||||||
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Prepaid
Expenses
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10,635 | 10,635 | ||||||
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Accounts
Payable
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846 | (750 | ) | |||||
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Proceeds
From Loan Payable
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45,000 | — | ||||||
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Accrued
Expenses and Other Current Liabilities
|
(10,000 | ) | (34,699 | ) | ||||
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NET
CASH PROVIDED BY OPERATING ACTIVITIES
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3,833 | (98,642 | ) | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||
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Sale
of Series A Convertible Preferred Stock
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— | 100,000 | ||||||
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Refund
of S-1 Overpayment
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39 | — | ||||||
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NET
CASH PROVIDED BY FINANCING ACTIVITIES
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39 | 100,000 | ||||||
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NET
INCREASE IN CASH
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3,872 | 1,358 | ||||||
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CASH
AT BEGINNING OF PERIOD
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151 | 24,699 | ||||||
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CASH
AT END OF PERIOD
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$ | 4,023 | $ | 26,057 | ||||
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
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||||||||
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Cash
Paid During the Period for Interest
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$ | — | $ | 15 | ||||
The
accompanying notes are an integral part of the condensed
interim financial statements.
-4-
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
|
NOTE
A -
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DESCRIPTION
OF BUSINESS AND SUMMARY OF SELECTED ACCOUNTING
POLICIES -
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Description
of Business:
|
||
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IFLI
Acquisition Corp., formerly International Fight
League, Inc. (the “Company”), was
incorporated in the State of Delaware on May 8, 1992.
The Company’s offices are located in Oakland
Park, Florida.
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||
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Effective
January 15, 2010, the Company completed the
liquidation of its wholly-owned subsidiary in
accordance with the terms of the subsidiary’s
bankruptcy proceedings. The Company presently has no
business operations.
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||
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Basis
of Presentation:
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||
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The
accompanying condensed interim financial statements
have been prepared in accordance with accounting
principles generally accepted in the United States of
America (“GAAP”) for interim financial
information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X.
Accordingly, since they are interim statements, the
accompanying financial statements do not include all
of the information and notes required by GAAP for a
complete financial statement presentation. The
condensed balance sheet as of December 31, 2010 was
derived from the Company’s audited financial
statements but does not include all disclosures
required by GAAP.
|
||
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Certain
information and footnote disclosures normally
included in financial statements prepared in
accordance with GAAP have been omitted from these
condensed interim financial statements. The Company
believes the disclosures presented are adequate to
make the information not misleading.
|
||
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These
interim financial statements reflect all normal
adjustments that, in the opinion of management, are
necessary for fair presentation of the information
contained herein. The results of operations for the
three months and six months ended June 30, 2011 are
not necessarily indicative of the results of
operations expected for the full year ended December
31, 2011. These interim financial statements should
be read in conjunction with the Company’s
audited financial statements and accompanying notes
for the year ended December 31, 2010.
|
||
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On
July 8, 2010, the Company’s stockholders
approved a 1:400 reverse stock split of the
Company’s Common Stock (see Note F). All of the
share and per share amounts discussed in this
Quarterly Report on Form 10-Q have been adjusted to
reflect the effect of this reverse split.
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Going
Concern:
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||
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The
Company has suffered recurring losses, has no current
revenue producing operations, and will continue to
incur operating expenses in the future. These factors
raise substantial doubt about the Company’s
ability to continue as a going concern. Management is
presently seeking acceptable merger or acquisition
candidates. The accompanying condensed interim
financial statements have been prepared on the basis
of a going concern, and do not reflect any
adjustments from an alternative assumption.
|
||
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Use
of Estimates:
|
||
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The
presentation 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
amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amount of
revenues and expenses during the period. Actual
results may differ from the estimates and assumptions
used in preparing the financial statements.
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Fair
Value of Assets and Liabilities:
|
||
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The
carrying amounts of the Company’s assets and
liabilities at June 30, 2011 and December 31, 2010
approximate fair value.
|
||
-5-
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
|
Income
Taxes:
|
||
|
Income
taxes are determined based upon income and expenses
recorded for financial reporting purposes. Deferred
taxes are recorded for estimated future tax effects
of differences between the basis of assets and
liabilities for financial reporting and income tax
purposes giving consideration to enacted tax laws. If
available evidence suggests that it is more likely
than not that some portion or all of the deferred tax
assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the
amount that is more likely than not to be
realized.
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||
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Earnings
(Loss) Per Share:
|
||
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Basic
earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the
weighted average number of shares outstanding during
the period. Diluted earnings (loss) per share is
similar to basic earnings (loss) per share except
that the denominator is increased to include the
number of additional common shares that would have
been outstanding if potentially dilutive common
shares had been issued. The potentially dilutive
securities have been excluded from the calculation
because their effect would be anti-dilutive.
|
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NOTE
B -
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PREPAID
EXPENSES –
|
|
|
Prepaid
expenses consist of officers’ and
directors’ errors and omission insurance.
Costs are amortized ratably over the term of the
policy using the straight line method.
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NOTE
C -
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DEMAND
LOAN OBLIGATION –
|
|
|
In
January 2011, the Company entered into an
interest-free, demand loan agreement with
Amerifirst Trading Corp. to borrow up to $50,000
to fund the Company’s operations. In May
2011, the Company entered into an interest-free,
demand loan agreement with Amerifirst Trading
Corp. to increase that loan agreement to $75,000
to fund the Company’s
operations. Amerifirst Trading Corp.
is controlled by the Company’s sole officer
and director, Mr. C. Leo Smith. As of June 30,
2011, $45,000 of the $75,000 principal amount of
that loan has been funded and advanced to the
Company.
|
||
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NOTE
D -
|
INCOME
TAXES –
|
|
|
At
June 30, 2011, the Company has a net operating
loss carry-forward of approximately $38 million.
The ultimate utilization of the net operating
loss resulting from the change in majority
ownership, which has no effect on the condensed
interim financial statements at June 30, 2011,
has not been determined.
|
||
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NOTE
E -
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SALE
OF PREFERRED STOCK –
|
|
|
On
January 11, 2010, the Company sold 730,941 shares
of its Series ‘A’ Convertible Preferred
Stock (the “Preferred Stock”) to
Insurance Marketing Solutions, LLC, a Florida
limited liability corporation (“IMS”),
pursuant to the terms of the Series ‘A’
Preferred Stock Purchase Agreement (the
“Agreement”). Mr. C. Leo Smith was then
and is currently the sole and Managing Member of
IMS, and is currently also the sole officer and
director of the Company. Pursuant to the terms of
the Agreement, IMS acquired the shares of Preferred
Stock in consideration of $100,000.
|
||
|
Each
share of Preferred Stock is convertible into 2.5
shares of the Company’s common stock (the
“Common Stock”) and is entitled to 2.5
votes on all transactions submitted to the
stockholders of the Company. In addition, in
connection with any vote or written consent with
respect to the election of directors of the
Company, the holders of record of the shares of
Preferred Stock, and as a separate class, are
entitled to elect the majority of directors of the
Company. Accordingly, the former holders of
Preferred Stock possess control over the
Company.
|
||
|
During
August, September and November 2010, 712,941
outstanding shares of the Company’s Series
‘A’ Convertible Preferred Stock, $.01
par value, were converted by stockholders into
1,782,353 shares of the Company’s Common
Stock, $.01 par value. During April and
May 2011, 18,000 shares of the Company’s
Series ‘A’ Convertible Preferred Stock,
$.01 par value, were converted by stockholders into
45,000 shares of the Company’s Common Stock,
$.01 par value. Accordingly, at June 30,
2011, no shares of the Company’s Series
‘A’ Convertible Preferred Stock, $ .01
par value, remained issued and outstanding.
|
||
-6-
IFLI
Acquisition Corp.
(Formerly
International Fight League, Inc)
NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
|
NOTE
F -
|
REVERSE
STOCK SPLIT –
|
|
On
July 8, 2010, the Company amended and restated its
Certificate of Incorporation to (a) effect a one (1)
for four hundred (400) reverse split of the
outstanding shares of Common Stock, and (b) decrease
the authorized shares of Common Stock from
150,000,000 shares to 75,000,000 shares, par value
$.01 per share, and (c) increase the authorized
shares of Preferred Stock from 1,000,000 shares to
5,000,000 shares, par value $.01 per share, and (d)
change the name of the Company to “IFLI
Acquisition Corp.” Each four hundred (400)
shares of Common Stock outstanding at 4:00 P.M. EDT
on June 30, 2010 were deemed to be one (1) share of
Common Stock of the Company. Fractional shares have
been rounded up to the next whole share. All share
and per share amounts have been restated to reflect
the above referenced actions.
|
|
NOTE
G -
|
STOCK
OPTIONS –
|
|
At
January 1, 2010, the Company had 1,629 options
outstanding to purchase Common Stock, relating to the
previously adopted 2006 Equity Incentive Plan. All
remaining options were cancelled during the three
months ended March 31, 2010. On April 12, 2010, all
outstanding stock options expired.
|
|
NOTE
H -
|
WARRANTS
–
|
|
At
September 30, 2010, the Company had 36,528 stock
purchase warrants outstanding entitling holders to
purchase the same number of shares of Common Stock at
prices from $120.00 to $500.00 per share. All costs
for the issuance of these warrants have been
recognized in prior periods; therefore no charges
were recognized during the six months ended June 30,
2011 or during 2010.
|
|
NOTE
I -
|
RESTRICTED
STOCK –
|
|
The
fair value of restricted stock awards is determined
based upon the number of shares awarded and the
quoted price of our Common Stock on the date of the
grant. The fair value of the award is recognized as
an expense over the service or investing period, net
of forfeiture, using the straight-line method under
GAAP. Because the Company does not have historical
data on forfeitures and has made only one (1) grant
of restricted stock, forfeitures are calculated based
upon the actual forfeitures, not estimates or
assumptions. There was no compensation expense in
connection with the restricted stock awards during
2011 or 2010, as all of the shares of the previously
issued award were vested. Three hundred thirteen
(313) shares of such restricted stock are currently
outstanding.
|
|
NOTE
J -
|
SUBSEQUENT
EVENTS –
|
|
The
Company has evaluated the need to disclose events
subsequent to the balance sheet date through the
filing date of this Form 10-Q and have no events to
report.
|
-7-
The
following discussion and analysis of our financial condition
and results of operations should be read in conjunction with
our unaudited condensed financial statements and related
notes appearing elsewhere in this Quarterly Report on Form
10-Q and our Annual Report on Form 10-K for the fiscal year
ended December 31, 2010. In addition to historical
information, this discussion and analysis contains
forward-looking statements that are based on current
expectations, estimates, forecasts and projections about us,
our future performance and the industries in which we operate
as well as on our management’s assumptions. These
forward-looking statements involve risks and uncertainties.
When used in this Quarterly Report on Form 10-Q, the words
“anticipate,” “objective,”
“may,” “might,” “should,”
“could,” “can,” “intend,”
“expect,” “believe,”
“estimate,” “predict,”
“targets,” “goals,”
“projects,” “seeks,”
“potential,” “plan,” “is
designed to,” or the negative of these and similar
expressions identify forward-looking statements. While we
believe our plans, intentions and expectations reflected in
those forward-looking statements are reasonable, we cannot
assure you that these plans, intentions or expectations will
be achieved. Other than as required by applicable securities
laws, we are under no obligation to update any
forward-looking statement, whether as a result of new
information, future events or otherwise. Our 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 set forth under Item
1A,”Risk Factors,” and elsewhere in our Annual
Report on Form 10-K for the year ended December 31, 2010 and
elsewhere in this Quarterly Report on Form 10-Q.
Overview,
Discontinued Operations and Sale of Assets
Our
former business was founded in 2005 to organize, host and
promote live and televised professional mixed martial arts
(“MMA”) sporting events under the name
“International Fight League” or “IFL”
and to capitalize on the growing popularity of MMA in the
United States and around the world. In June 2008, we
announced that our event scheduled for August 15, 2008 had
been canceled, and on September 15, 2008, our wholly-owned
subsidiary, “IFLC”, through which we conducted
our operations and which held substantially all of our
assets, voluntarily filed a petition for reorganization
relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York
(the “Court”). IFLC’s bankruptcy case is
docketed as In re IFL
Corp., Case No. 08-13589 (MG). On November 17, 2008,
IFLC sold substantially all of its assets to HD Net LLC
(“HD Net”) for $650,000 cash and the assumption
by HD Net of certain obligations, pursuant to a sale under
Section 363 of the Bankruptcy Code, which was approved by the
Court on October 28, 2008. On September 14, 2009, the Court
entered an order (the “Confirmation Order”)
confirming a plan of liquidation of IFLC (the
“Plan”). Pursuant to the Plan, IFLC’s
remaining assets were used to satisfy its creditors, and all
of IFLI’s equity interests in IFLC were terminated with
no payment to IFLI. The liquidation of IFLC was completed on
January 15, 2010. As a result, all balance sheets and
statements of operations after January 1, 2010 include only
the financial information of IFLI Acquisition Corp.
(formerly, International Fight League Inc.).
In
January 2010 we sold a controlling equity interest in us to
Insurance Marketing Solutions, LLC (“IMS”), a
company owned by C. Leo Smith. Upon the closing of such sale,
Mr. Smith became our sole officer and director. Mr. Smith,
through IMS, possesses control over us and our future
business.
With
the sale of substantially all of our assets to HD Net, the
termination of our interests in IFLC, and with no active
business operations or business assets, we became a
“shell company” as defined by the rules of the
SEC under the Securities Exchange Act of 1934. Our Board of
Directors, on a time available basis, will search for, review
and engage in due diligence for potential merger or
acquisition proposals for which the Board of Directors would
deem to be suitable acquisition candidates. To date, no such
acquisition or merger proposal has been identified. If our
Board of Directors is able to identify a potential merger or
acquisition candidate, we cannot predict in what industry or
business this candidate may operate.
We
will continue to incur ongoing losses, which, however, have
been greatly reduced due to the inactive nature of our
business. Nevertheless, losses will be incurred to pay
ongoing reporting expenses, including for legal and
accounting services, as necessary to maintain the Company as
a public entity, as well as some other minimal operating
expenses, while searching for merger or acquisition
candidates. In January 2011 we entered into an interest-free
demand loan obligation, subsequently amended in May 2011,
with Amerifirst Trading Corp. (“Amerifirst”), a
company controlled by our sole officer and director, Mr. C.
Leo Smith. Under the loan agreement, we are able to borrow up
to $75,000 to fund our operations. At the date of this
report, $45,000 has been advanced to the Company by
Amerifirst.
On
July 8, 2010, we amended and restated our Certificate of
Incorporation (a) to effect a one (1) for four hundred (400)
reverse split of our outstanding shares of Common Stock on
such date; and (b) to decrease our total authorized capital
shares to 80,000,000 shares, of which 75,000,000 shares are
classified as Common Stock, par value $.01 per share, and
5,000,000 shares are classified as Preferred Stock, par value
$.01 per share, and (c) to change the name of the Company to
“IFLI Acquisition Corp.” We amended our
Certificate of Incorporation accordingly.
Results
of Operations
We
had no revenue for the three months ended June 30, 2011, and
a loss of $25,910, as compared to no revenue for the three
months ended June 30, 2010 and a loss of $28,157. The
decrease in
the loss in the 2011 second quarter compared to the loss in
the 2010 second quarter was due to reduced G&A expenses.
Selling, general and administrative expenses were $25,820 and
$28,162 for the three month periods ended June 30, 2011 and
June 30, 2010, respectively. The decrease in selling, general
and administrative expenses in the 2011 second quarter
compared to the 2010 second quarter was primarily due to the
reduction in professional fees necessary to maintain the
Company as a reporting company.
-8-
We
had no revenue for the six months ended June 30, 2011, and a
loss of $42,648, as compared to no revenue for the six months
ended June 30, 2010 and a loss of $73,828. The decrease in
the loss in the 2011 six month period compared to the loss in
the 2010 six month period was due to reduced G&A
expenses. Selling, general and administrative expenses were
$42,513 and $73,818 for the six month periods ended June 30,
2011 and June 30, 2010, respectively. The decrease in
selling, general and administrative expenses in the 2011 six
month period compared to the 2010 six month period
was primarily due to the reduction in professional fees
necessary to maintain the Company as a reporting
company.
Liquidity,
Capital Resources and Going Concern
At
June 30, 2011, our cash was $4,023.
Our
Board of Directors, on a time available basis, is exploring
options to realize value for our stockholders, which may
include seeking a reverse merger transaction with a party
having on-going operations. We have no present avenues of
financing, no source of revenues, and no present plans to
obtain interim financing while continuing to explore our
options.
As
a result of the foregoing, our lack of liquidity and funding
sources poses a substantial risk to our ongoing viability.
The condensed interim financial statements in this report
have been prepared on an on-going concern basis, which
contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The forgoing
conditions raise substantial doubt about our ability to
continue as a going concern.
Off-Balance
Sheet Arrangements
As
of June 30, 2011, we had no off-balance sheet
arrangements.
Not
Applicable
Evaluation of
Disclosure Controls and Procedures- The Company did
not generate any revenues during the period covered by this
Report. During the period from January 11, 2010 through the
end of the period covered by this Report, the Company’s
financial information was maintained by C. Leo Smith, its
Chief Financial Officer and Chief Executive Officer. Mr.
Smith has employed the services of accounting and legal
professionals to assist him in this regard. The Company
believes that it maintained disclosure controls and
procedures that were designed to ensure that information
required to be disclosed in the Company’s Exchange Act
reports is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules
and forms, and that such information was accumulated and
communicated to Mr. Smith, the Company’s Chief
Financial Officer and Chief Executive Officer, as
appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of
“disclosure controls and procedures” in Rule
13a-15(e) and 15d-15(e). Under the supervision and with the
participation of our management, including the Chief
Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15 (b) and
15d-15(b) as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer has concluded that these disclosure
controls and procedures are effective as of the end of the
period covered by this report.
Changes in
Internal Controls Over Financial Reporting- There have
been no changes in the Company’s internal controls or
in other factors that have materially affected or are
reasonably likely to materially affect our internal controls
over financial reporting during the quarter covered by this
Report. During the first quarter of 2010, when Mr. Smith
assumed the positions of Chief Executive Officer and Chief
Financial Officer of the Company, he directed the Company to
employ the services of accounting and financial individuals
to assist him in implementing internal controls over our
financial reporting. Under the supervision and with the
participation of Mr. Smith, our Chief Executive Officer and
Chief Financial Officer, we have evaluated the effectiveness
of our internal controls over financial reporting as required
by Exchange Act Rule 13a-15 (d) and 15d-15(d) as of the end
of the period covered by this report. Based on that
evaluation, Mr. Smith has concluded that these internal
controls over financial reporting are effective as of the end
of the period covered by this report.
-9-
On
September 15, 2008, our former wholly-owned subsidiary, IFLC,
through which we previously conducted our operations,
voluntarily filed a petition for reorganization relief under
Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.
IFLC’s bankruptcy case is docketed as In re IFL
Corp., Case No. 08-13589 (MG). On August 5,
2009, the Court approved a disclosure statement (the
“Disclosure Statement”) filed by IFLC, which
described its plan of liquidation (the “Plan”),
which is attached to the Disclosure Statement. Pursuant to
the Plan, IFLC’s remaining assets were used to satisfy
its creditors, and IFLI’s equity interest in IFLC was
terminated with no payment to IFLI. A hearing to confirm the
Plan was held on September
14, 2009, at which time the Court confirmed the Plan. This
resulted in termination of our interest in IFLC with no
payment to us. The liquidation of IFLC was completed on
January 15, 2010.
There
have been no material changes in the risk factors that were
previously disclosed in Item 1A, “Risk Factors,”
of Part I of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2010.
None
None
None
See
the Exhibit Index on the following page for a description of
the documents that are filed as Exhibits to this Quarterly
Report on Form 10-Q, or incorporated by reference
herein.
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.
|
IFLI
Acquisition Corp.
|
||
|
By:
|
/s/
C. Leo Smith
|
|
|
C.
Leo Smith, Principal Executive Officer and Principal
Financial Officer
|
||
|
Date:
August 09, 2011
|
||
-10-
|
Exhibits
|
||
|
31.1
|
Certification
of the Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification
of the Principal Executive Officer and Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
-11-