INOLIFE TECHNOLOGIES, INC. - FORM 10-Q/A

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - INOLIFE TECHNOLOGIES, INC.	Financial_Report.xls
EX-32.1 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.	inol_ex321.htm
EX-31.2 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.	inol_ex312.htm
EX-31.1 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.	inol_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, 2011.

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: March 21, 2012 Common Voting Stock: 5,548,766.

The reason for filing this 10Q-A is that inadvertently the shell box was checked yes when it should have been checked no.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL STATEMENTS

Item 1.	Financial Statements.		4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		12

Item 4.	Controls and Procedures.		12

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.		14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		14

Item 3.	Defaults Upon Senior Securities.		14

Item 4.	(Removed and Reserved)		14

Item 5.	Other Information.		14

Item 6.	Exhibits.		15

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	(Unaudited) December 31, 2011			March 31, 2011
Assets
Current Assets:
Cash and Cash Equivalents	$	104,561		$	170,546
Prepaid Expenses		89,787			1,176,933
Total Assets	$	194,348		$	1,347,479

Liabilities and Shareholders' (Deficit) Equity
Current Liabilities:
Accounts Payable	$	630,054		$	65,224
Current Portion of Convertible Notes Payable		458,785			313,992
Accrued Management Fees		86,572			-
Accrued Interest		87,953			63,221
Payroll Tax Liabilities		14,211			14,211
Total Current Liabilities		1,277,575			456,648

Convertible Notes Payable, Less Current Portion		154,000			271,000
Total Liabilities		1,431,575			727,648

Shareholders’ (Deficit) Equity
Preferred Stock, par value $0.01 per share, 10,000,000 shares authorized, 60 shares issued		1			1
Common Stock, par value $0.0001 per share, 5,000,000,000 shares authorized, 2,255,856,642 shares issued (260,709,328 shares as of March 31, 2011)		225,586			26,071
Shares held in Escrow		(7,500	)		(2,500	)
Additional Paid In Capital		3,744,381			3,096,483
Retained Deficit		(5,199,695	)		(2,500,224	)
Total Shareholders' (Deficit) Equity		(1,237,227	)		619,831
Total Liabilities and Shareholders' (Deficit) Equity	$	194,348		$	1,347,479

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

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010, AND PERIOD FROM DATE OF INCEPTION

(JUNE 17, 2009) TO DECEMBER 31, 2011 (UNAUDITED)

	(Unaudited) Three Months Ended December 31,						(Unaudited) Nine Months Ended December 31,						(Unaudited) Period From Date of Inception (June 17, 2009) through December 31,
	2011			2010			2011			2010			2011
Revenues	$	-		$	-		$	-		$	-		$	-

Expenses
Marketing and Advertising		10,933			9,790			37,077			23,798			73,871
Professional Services		113,936			545,600			1,889,216			998,797			3,434,054
Impairment Loss on Licensing Rights		-			-			627,000			-			627,000
Interest		16,794			21,685			57,698			36,414			134,944
Office and General Administrative		30,021			11,948			74,065			31,672			142,600
Rent		4,903			3,446			14,415			10,383			38,137
Total Expenses		176,587			592,469			2,699,471			1,101,064			4,450,606

Loss from Operations		(176,587	)		(592,469	)		(2,699,471	)		(1,101,064	)		(4,450,606	)

Other Expense (Income)
Gain on Debt Forgiveness		-			-			-			-			(10,501	)
Recapitalization Expenses		-			-			-			-			759,590
Total Other Expenses(Income)		-			-			-			-			749,089

Net Loss	$	(176,587	)	$	(592,469	)	$	(2,699,471	)	$	(1,101,064	)	$	(5,199,695	)

Earnings per Share
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)


Weighted Average Common Shares Outstanding
Basic and Diluted		1,825,138,164			171,984,431			1,165,525,947			137,054,208

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

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE PERIOD FROM DATE OF INCEPTION (JUNE 17, 2009) THROUGH December 31, 2011 (UNAUDITED)

	Preferred Shares		Common Shares		Preferred Stock		Common Stock		Shares Held in Escrow			Additional Paid In Capital			Retained Deficit			Total
Balance at Inception (June 17, 2009)		-		14,405,908	$	-	$	1,441	$	-		$	142,618		$	-		$	144,059

Common Stock Issued for Services		-		24,000,000		-		2,400		-			237,600			-			240,000
Common Stock Issued for Satisfaction of Convertible Note Payable		-		41,709,836		-		4,171		-			388,392			-			392,563
Shares Issued for Collateral		-		25,000,000		-		2,500		(2,500	)		-			-			-
Net Loss		-		-		-		-		-			-			(1,068,792	)		(1,068,792	)
Balance at March 31, 2010		-		105,115,744	$	-	$	10,512	$	(2,500	)	$	768,610		$	(1,068,792	)	$	(292,170	)

Common Stock Issued for Services		-		10,240,000		-		1,024		-			115,846			-			116,870
Preferred Stock Issued for Services		60		-		1		-		-			233,559			-			233,560
Common Stock Earned but not Issued for Services		-		-		-		-		-			1,897,648			-			1,897, 648
Common Stock for Satisfaction of Liabilities		-		145,353,584		-		14,535		-			80,820			-			95,355
Net Loss		-		-		-		-		-			-			(1,431,432	)		(1,431,432	)
Balance at March 31, 2011		60		260,709,328	$	1	$	26,071	$	(2,500	)	$	3,096,483		$	(2,500,224	)	$	619,831

Common Stock Issued for Satisfaction of Liabilities		-		1,455,147,314		-		145,515		-			81,219			-			226,734
Common Stock Issued for Services		-		280,028,300		-		28,002		-			343,177			-			371,179
Common Stock Issued but Earned in Prior Periods		-		159,974,700		-		15,998		-			(15,998	)		-			-
Common Stock Issued in Connection to the Acquisition of Stemtide Inc.		-		50,000,000		-		5,000		-			50,000			-			55,000
Common Stock Issued for Collateral		-		50,000,000		-		5,000		(5,000	)		-			-			-
Common Stock Earned but not Issued for Services		-		-		-		-		-			189,500			-			189,500
Net Loss		-		-		-		-		-			-			(2,699,471	)		(2,699,471	)
Balance at December 31, 2011		60		2,255,859,642	$	1	$	225,586	$	(7,500	)	$	3,744,381		$	(5,199,695	)	$	(1,237,227	)

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

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010, AND THE PERIOD FROM THE DATE OF INCEPTION

(June 17, 2009) TO DECEMBER 31, 2011 (UNAUDITED)

	(Unaudited) Nine Months Ended December 31,						(Unaudited) Period From Date of Inception (June 17, 2009) through December
	2011			2010			31, 2011
Cash Flows from Operating Activities
Net Loss	$	(2,699,471	)	$	(1,101,064	)	$	(5,199,695	)
NON-CASH ADJUSTMENTS
Common Stock Earned but not Issued for Services Rendered		189,500			899,031			1,143,775
Common Stock Issued but Earned in Prior Periods for Services Rendered		943,373			-			943,373
Impairment Loss on Licensing Rights		627,000			-			627,000
Common Stock Issued in Exchange for Services Rendered		359,209			-			716,079
Services Rendered for Preferred Stock Issued in Prior Period		155,733			-			155,733
Gain on Debt Forgiveness		-			-			(10,501	)
Loss on Recapitalization		-			-			759,590
Changes in Assets and Liabilities
Accounts Payable		35,038			6,446			24,769
Accrued Management Fees		86,572			-			86,572
Accrued Interest		43,561			36,414			105,532
Net Cash Used in Operating Activities		(259,485	)		(159,173	)		(647,773	)

Cash Flows from Financing Activities
Proceeds from Issuance of Convertible Note Payable		193,500			245,000			677,226
Net (Repayment) Proceeds from Shareholder Loans		-			(33,318	)		75,108
Net Cash Provided by Financing Activities		193,500			211,682			752,334

Net Change in Cash and Cash Equivalents		(65,985	)		52,509			104,561

Cash and Cash Equivalents – Beginning of Period		170,546			42,512			-
Cash and Cash Equivalents – End of Period	$	104,561		$	95,021		$	104,561

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-		$	-
Net cash payments for income taxes	$	-		$	-		$	-

Supplemental Schedule of Non-Cash Investing and Financing Activities
Common Stock Issued for Services	$	371,179		$	-		$	728,049
Preferred Stock Issued for Services	$	-		$	-		$	233,560
Common Stock Earned but not Issued for Services	$	189,500		$	240,000		$	2,087,148
Common Stock Issued in Satisfaction of Liabilities	$	226,734		$	7,000		$	331,589
Common Stock Issued in Connection with Acquisition of Stemtide Inc.	$	55,000		$	-		$	55,000
Liabilities Assumed in Connection with Acquisition of Stemtide Inc..	$	572,000		$	-		$	572,000

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

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - 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 B - CONSOLIDATION

The consolidated financial statements include the accounts of Inolife Technologies, Inc. and its wholly owned subsidiary, Stemtide Inc. See further discussion of Stemtide Inc. which was acquired on July 7, 2011 in the Acquisitions note. All significant intercompany transactions and accounts are eliminated in the consolidation process.

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 -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, 2011 of $2,699,471. As of December 31, 2011 and from the date of inception June 17, 2009 the Company recorded an accumulated deficit of $5,199,695. 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 E - 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.

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE F – CONVERTIBLE NOTES PAYABLE

The Company has issued various convertible debentures to accredited investors with interest rates ranging from 8% 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, 2011, there were $612,785 of convertible notes payables with $458,785 maturing within one year and the remaining portion of $154,000 maturing within two years.

During the nine months ended December 31, 2011, the Company issued an aggregate of 1,184,617,981 shares of its common stock to issuers pursuant to the conversion of the Convertible Debentures. The Company increased its outstanding convertible notes payable balance by $27,793. The Company converted $18,819 of accrued interest issued related to the convertible note payables by issuing 99,751,318 shares of its common stock during the nine months ended December 31, 2011. Additionally, the Company during the quarter ending September 2011 issued 50,000,000 shares that are to be used as collateral for a convertible note payable.

NOTE G - COMMON & PREFERRED STOCK

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 921,828,922 shares of Common Stock had vested but were unissued as of December 31, 2011 for $552,158 of services rendered. The amount for services rendered 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. The company had issued during the nine months ended December 31, 2011 945,000,000 shares of common stock in satisfaction of shares of common stock earned prior to March 31, 2011. Services provided related to these shares of common stock amounted to $1,534,990 which $554,275 was expensed in the 2011 fiscal year and $980,715 was expensed during the nine months ended December 31, 2011.

During the nine months ending December 31, 2011, the Company terminated a consultant agreement with a third party service provider which the Company had previously expensed in the amount of $400,000 professional services during the year ending March 31, 2011. Based on the terms of the original agreement the Company would have been obligated to pay the consultant 50,000,000 shares of common stock which were vested but unissued as of March 31, 2011. As a result of the termination of the consultant agreement, the Company has adjusted the $400,000 of professional services for the nine months ending December 31, 2011 that was previously expensed in the year ending March 31, 2011.

INOLIFE TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE H – ACQUISITION OF STEMTIDE INC.

On July 7, 2011, the Company had acquired 100% of the issued and outstanding shares of Stemtide Inc. in exchange for 50,000,000 shares of common stock of the Company, the assumption of certain outstanding liabilities, and contingent residual payments of 10% of the gross profits derived from the sale of Stemtide Inc’s Age-Reversing Products. The 50,000,000 shares of common stock were issued upon consummation of the agreement. The principal asset of Stemtide Inc. that was acquired was the manufacturing and marketing rights to the Stemtide Age-Reversing Products, throughout the United States, licensed from an affiliate of the principal shareholders of InoLife. These licensing rights were valued at $627,000 based on the Company assuming $572,000 of accounts payable and issuing 50,000,000 shares of common stock valued at $55,000. There were no other assets acquired.

On September 30, 2011, the Company evaluated the acquired Licensing Rights for financial impairment. Based on our evaluation of the recoverability of the licensing rights by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with them, we determined to impair the full value of the licensing rights of $627,000 due to the uncertainty of recovery.

NOTE I – SUBSEQUENT EVENTS

During January 2012 the Company issued an aggregate of 194,600,000 shares of common stock to two of its noteholders pursuant to terms of the conversion of the outstanding convertible note payables.

During February 2012 the Company issued an aggregate of 651,333 shares of common stock to three of its noteholders pursuant to terms of the conversion of the outstanding convertible note payables.

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 six months ended December 31, 2011.

The largest expenses during the three and nine months ended December 31, 2011 was for consulting services. The expense related to consulting services was $113,936 for the three months and $1,889,216 for the nine months ended December 31, 2011, which totaled $3,434,054 for the period since inception (6/17/2009) to December 31, 2011. The majority of the consultants are being paid through the issuance of common stock. Such consulting services include, but are not limited to accounting, legal, business development, SEC reporting, investor relations and mergers and acquisitions. Our executive officers received $108,959 during the nine months ended December 31, 2011 and we are obligated to pay an additional $88,572 based on the terms of their contracts with the Company. Additionally, the Company had expensed $38,973 during the third quarter of the 2012 fiscal year and $155,733 for the six months ending December 31, 2011 related to 60 shares of preferred stock that was issued to our executive officers in the fiscal year 2011. The Company has issued during the nine months ended December 31, 2011, 280,028,300 shares of common stock related to $359,209 of consulting services rendered during the nine months ended December 31, 2011 and $9,000 of consulting services to be rendered within the current fiscal year. The Company is obligated to issue 921,828,922 shares of common stock in the next twelve months. The common stock the Company is obligated to issue is related to $552,158 of consulting services rendered during the six months ended December 31, 2011.

We realized a net loss of $2,699,471 for the nine months ended December 31, 2011. During the period from inception to December 31, 2011, we realized a retained deficit of $5,199,695, primarily due to operating losses of $4,450,606 and a loss of $759,590 due to recapitalization expenses during the period from inception to December 31, 2011.

Liquidity and Capital Resources

At December 31, 2011 we have cash of approximately $104,561. 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 three months ended December 31, 2011, we received $193,500 through the issuance of convertible debentures, as further described below.

The Company has issued various convertible debentures during the six months ended December 31, 2011 and the fiscal year 2011 to accredited investors with interest rates ranging from 8% 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, 2011, there were $612,785 of convertible notes payables with $458,785 maturing within one year and the remaining portion of $154,000 maturing in two years. During the nine months ended December 31, 2011, the Company issued an aggregate of 1,184,617,981 shares of its common stock to issuers pursuant to the conversion of the convertible debentures. The Company increased its outstanding convertible notes payable balance by $27,793.

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.

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

Plan of Operation

The plan of operation of the Company for the next twelve months is centered around two main goals. First, 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 Products, Inc., the Company currently markets product lines that pertain to human genetic DNA testing. Aligned with the Company’s plan, the Company acquired Stemtide Inc. on July 7, 2011. The Company acquired Stemtide Inc. for their ability to manufacture and market various products that may potentially be developed from revolutionary patent pending formulas for activation of endogenous stem cells for multiple uses including age reversal, follicle growth stimulation, skin repair, and acne formula. The initial product consideration planned is to be the aging product.

Secondly, 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 part of its plan, the Company will seek to identify and establish formal working relationships and partnerships with Veterinary Oncologists and Veterinary Cancer Researchers throughout the United States.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

The Company’s management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2011. Based upon that evaluation and the identification of the material weakness in the Company’s internal control over financial reporting as described below under “Management’s Report on Internal Control over Financial Reporting,” the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2011, our internal controls over financial reporting are not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles because of the Company’s limited resources and limited number of employees. The deficiencies resulted in our failure to timely recognize the financial impact of the vesting of 105,703,843 shares of common Stock and 153,178,310 shares of common stock issued in connection with the consulting agreements during the periods ended September 30, 2010 and December 31, 2010, respectively. Additionally, we were unable to file the December 31, 2011 Form 10-Q/A with the U.S. Securities and Exchange Commission timely.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of consultants and legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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. The shareholders had access to information concerning the Company and were deemed accredited investors.

During the nine months ended December 31, 2011, the Company issued 189,974,700 shares of its common stock in satisfaction of shares of common stock earned prior to March 31, 2011 under the terms of four consulting agreements entered into in August 2010. Due to certain clauses in the agreements, the rights to 921,828,922 shares of common stock had vested but were unissued as of December 31, 2011.

During the nine months December 31, 2011 ended the Company issued an aggregate 1,184,617,981 shares of its common stock to five noteholders pursuant to the conversion of outstanding convertible debentures with interest rates ranging from 8% to 20%. The shares were issued in satisfaction of $165,707 outstanding under the notes.

During the nine months ended December 31, 2011 the Company issued an aggregate of 170,778,015 shares of its common stock to E-Lionheart Associates LLC in satisfaction of $42,208 of their accounts payable balance.

During the nine months ended December 31, 2011 the Company issued an aggregate of 99,751,318 shares of its common stock to two of its convertible noteholders to reduce $18,819 of accrued interest payable related to the noteholders convertible notes .

During the nine months ended December 31, 2011, the Company issued an aggregate of 40,000,000 shares of its common stock to two consultants for investor relations and consulting services.

During the nine months ended December 31, 2011, the Company issued 58,333,333 shares to Orchid Island in consideration of $50,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED.)

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation of InoLife Technologies Inc. as amended.
	-	Certificate of Incorporation, as amended through June 2004 - filed as an exhibit to the Registration Statement on Form 10-SB (File No.: 000-50863) and incorporated herein by reference.
	-	Certificate of Amendment of Certificate of Incorporation executed on November 25, 2005 - filed as an exhibit to the Current Report on Form 8-K dated November 29, 2005 and incorporated herein by reference.
	-	Certificate of Amendment of Certificate of Incorporation executed on March 4, 2008 – filed as an Exhibit to the Current Report on Form 8-K dated March 6, 2008 and incorporated herein by reference
	-	Certificate of Amendment of Certificate of Incorporation executed on June 6, 2008 – filed as an Exhibit to the Current Report on Form 8-K dated June 9, 2008 and incorporated herein by reference
	-	Certificate of Amendment of Certificate of Incorporation Filed August 31, 2009
	-	Amendment to Certificate of Incorporate and Designation of Series B Preferred Stock (incorporated by reference to Form 8-K filed on March 22, 2011)
3.2	Second Amended and Restated By-laws - filed as an exhibit to the Company’s Current Report on Form 8-K dated November 17, 2005 and incorporated herein by reference.
3.3	Series B Preferred Stock Agreement. (to be filed)
10.1	Financial Services Advisory Agreement with New York Consulting Group Agreement (incorporated by reference to the Company’s 8-K filed September 21, 2009)
10.2	Share Exchange Agreement with InoVet Ltd. (incorporated by reference to the Company’s 8-K filed September 21, 2009)
10.3	Continental Investment Group, Inc. Consulting Agreement (incorporated by reference to the Company’s Form 8-K filed June 6, 2011)
10.4	TRO Investments, Inc. Consulting Agreement (incorporated by reference to the Company’s Form 8-K filed June 6, 2011)
10.5	Connied, Inc. Consulting Agreement (incorporated by reference to the Company’s Form 8-K filed June 6, 2011)
10.6	Fuselier and Co, Inc. Consulting Agreement (incorporated by reference to the Company’s Form 8-K filed June 6, 2011)
10.7	Employment Agreement dated April 30, 2011 with Gary Berthold (incorporated by reference to the Company’s Form 8-K filed May 3, 2011)
10.8	Employment Agreement dated April 30, 2011 with Sharon Berthold (incorporated by reference to the Company’s Form 8-K filed May 3, 2011)
10.9	Strategic Alliance Agreement with InoHealth Products, Inc. (to be filed)
10.10	Convertible Note dated September 3, 2010 (incorporated by reference to the Company’s Form 10-Q/A for the period ended December 31, 2010)
10.11	Convertible Note dated September 17, 2010 (incorporated by reference to the Company’s Form 10-Q/A for the period ended December 31, 2010)
21.1	List of Subsidiaries (previously filed)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of The Securities Exchange Act.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of The Securities Exchange Act.
32.1	Certification of Chief Executive Officer and Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
101	XBRL Interactive Data File**

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

** Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements tagged as blocks of text. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q/A shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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: March 23, 2012	By:	/s/ Gary Berthold
		Gary Berthold, Chief Executive Officer

INOLIFE TECHNOLOGIES, INC. - FORM 10-Q/A - March 23, 2012

Attached files

INOLIFE TECHNOLOGIES, INC. Reports