Life Stem Genetics Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Life Stem Genetics Inc.	Financial_Report.xls
EX-32.2 - Life Stem Genetics Inc.	ex32-2.htm
EX-32.1 - Life Stem Genetics Inc.	ex32-1.htm
EX-31.2 - Life Stem Genetics Inc.	ex31-2.htm
EX-31.1 - Life Stem Genetics Inc.	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to _______________

Commission File Number 333-183814

LIFE STEM GENETICS INC.

(Exact name of registrant as specified in its charter)

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

433 North Camden Drive, Suite 400, Beverly Hills, CA		90210
(Address of principal executive offices)		(Zip Code)

(310) 279-5234

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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. [X] YES [ ] NO

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 [X] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller 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 [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO

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.

45,837,500 common shares issued and outstanding as of May 6, 2014.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3. Quantitative and Qualitative Disclosures About Market Risk	21

Item 4. Controls and Procedures	21

PART II—OTHER INFORMATION

Item 1. Legal Proceedings	21

Item 1A. Risk Factors	21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3. Defaults Upon Senior Securities	22

Item 4. Mine Safety Disclosures	22

Item 5. Other Information	22

Item 6. Exhibits	22

SIGNATURES	24

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and nine month periods ended March 31, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31,			June 30,
	2014			2013
ASSETS

Current assets:
Cash	$	35,730		$	192
Prepaid Expenses, including $226,849 prepaid expenses - related party		230,038			-
Total current assets		265,768			192

Equipment, net		1,136			-
Capitalized software development costs		300,000			-

Total assets	$	566,904		$	192


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and Accrued Expenses	$	14,538		$	-
Accounts payable - related party		176,228			120,000
Accrued executive compensation - related party		18,375			15,000
Notes payable - related party		8,616			4,329
Total current liabilities		217,757			139,329

Total liabilities		217,757			139,329

Stockholders' equity:
Common stock, $0.001 par value, 250,000,000 shares
authorized, 45,837,500 and 26,422,500 shares issued and outstanding		45,838			26,423
Additional paid in capital		1,005,162			(15,423	)
Common stock payable		-			-
Retained earnings		(701,853	)		(150,137	)
Total stockholders' equity		349,147			(139,137	)

Total liabilities and stockholders' equity	$	566,904		$	192

See Accompanying Notes to Consolidated Financial Statements.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the three			For the three			For the nine			November 30, 2012			November 30, 2012
	months ended			months ended			months ended			(Inception) to			(Inception) to
	March 31,			March 31,			March 31,			March 31,			March 31,
	2014			2013			2014			2013			2014

Revenue	$	-		$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		8,150			1,223			25,374			2,873			30,511
Professional fees		45,527			85,000			211,765			20,000			221,765
Professional fees - related party		123,151			-			292,086			70,000			412,086
Executive compensation - related party		7,500			7,500			22,500			7,500			37,500
Total operating expenses		184,328			93,723			551,725			100,373			701,862

Other Income (Expense)
Interest Income		6			-			9			-			9
Total Other Income (Expense)		6			-			9			-			9

Loss before provision for income taxes		(184,322	)		(93,723	)		(551,716	)		(100,373	)		(701,853	)
Provision for income taxes		-			-			-			-			-

Net (loss)	$	(184,322	)	$	(93,723	)	$	(551,716	)	$	(100,373	)	$	(701,853	)


Weighted average number of common shares outstanding – basic and diluted		45,059,722			15,453,168			39,344,380			11,399,884

(Loss) per share - basic and fully diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

See Accompanying Notes to Consolidated Financial Statements.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the nine			November 30, 2012			November 30, 2012
	months ended			(Inception) to			(Inception) to
	March 31,			March 31,			March 31,
	2014			2013			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(551,716	)	$	(100,373	)	$	(701,853	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Shares issued for services		240,000			-			250,000
Changes in operating assets and liabilities:
Depreciation		26			-			26
(Increase) in prepaid expenses		(230,039	)		-			(230,039	)
Increase in accounts payable and accrued expenses		14,538			20,000			14,538
Increase in accounts payable - related party		56,228			60,000			176,228
Increase in accrued exec compensation - related party		3,375			7,500			18,375

Net cash provided (used) in operating activities		(467,588	)		(12,873	)		(472,725	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(1,161	)		-			(1,161	)
Purchase of capitalized software development costs		(300,000	)		-			(300,000	)

Net cash (used) in investing activities		(301,161	)		-			(301,161	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party		29,940			1,943			38,227
Repayments for notes payable - related party		(25,654	)		-			(28,612	)
Proceeds from private placements		800,000			11,000			800,000

Net cash provided by financing activities		804,287			12,943			809,616

NET CHANGE IN CASH		35,538			70			35,730

CASH AT BEGINNING OF PERIOD		192			-			-

CASH AT END OF PERIOD	$	35,730		$	70		$	35,730

SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for debt				$	-		$	1,000
Shares issued for services	$	240,000		$	-		$	250,000
Notes payable - related party assumed with merger	$	21,925		$	-		$	21,925

See Accompanying Notes to Consolidated Financial Statements.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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 statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim consolidated financial statements be read in conjunction with the financial statements of Life Stem Genetics, Inc. (South Dakota corporation) for the period of inception (November 30, 2012) to June 30, 2013 and notes thereto included in the Form 8-K current report and all amendments for Life Stem Genetic, Inc. (Nevada corporation). The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

Organization

Miami Days Corp. was incorporated in the State of Nevada on March 15, 2010.

On September 16, 2013, the Board of Directors and a majority of our shareholders approved a change of name of our company from Miami Days Corp. to Life Stem Genetics, Inc. (Nevada corporation) (“LSG Nevada”).

On September 20, 2013, LSG Nevada issued 26,422,500 shares of common stock in exchange for 100% of Life Stem Genetics, Inc. (South Dakota corporation) (“LSG South Dakota”). Additionally, former management and shareholders LSG Nevada agreed to cancel a total of 52,000,000 shares of common stock.

LSG South Dakota was incorporated on November 30, 2012 (Date of Inception) under the laws of the State of South Dakota, as Life Stem Genetics, Inc.

The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

Principles of consolidation

For the period from November 30, 2012 to March 31, 2014, the consolidated financial statements include the accounts of LSG Nevada and LSG South Dakota. All significant intercompany balances and transactions have been eliminated. LSG Nevada and LSG South Dakota will be collectively referred herein to as the “Company”.

Year end

The Company’s year end is June 30.

Nature of operations

The Company is establishing a series of Stem Cell therapy based clinics around the world.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximate fair value.

Capitalized software development costs

Capitalized software costs include costs incurred in connection with the development of software and purchased software. These costs relate to software used by subscribers to access, manage and analyze information in the Company's databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life.

The Company exercises significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board ("FASB") ASC 350-40, Internal-Use Software. Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized until both (a) technological feasibility has been established for the software and (b) all research and development activities for the other components of the product or process have been completed.

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost of acquisition, and, except for land, depreciated over its estimated useful life on a straight line basis.

Revenue recognition

The Company recognizes revenue when consulting and placement services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller’s price to the buyer is fixed and (4) Collectability is reasonably assured.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Fair value of financial instruments (continued)

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Recent pronouncements

The Company has evaluated all the recent accounting pronouncements issued through the filing date of these financial statements and believes that none of them will have a material effect on the company’s financial statement.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. During the period from November 30, 2012 (inception) to March 31, 2014, the Company did not generate any revenue and had a net loss of $701,853.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – NOTES PAYABLE – RELATED PART

The Company has the following notes payable – related party:

	March 31, 2014

Notes payable with an immediate family member who is a shareholder of the Company, due upon demand, 0% interest	$	3,616
Notes payable with a shareholder of the Company, due upon demand, 0% interest		5,000
Total notes payable – related party	$	8,616

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 250,000,000 of shares of its $0.001 par value common stock.

On September 16, 2013, the Company effected a 13-for-1 forward stock split of its $0.001 par value common stock.

All shares and per share amounts have been retroactively restated to reflect the split discussed above.

Common stock

Prior to the acquisition of LSG South Dakota, LSG Nevada had 69,615,000 shares of common stock issued and outstanding.

On September 20, 2013, LSG Nevada issued 26,422,500 shares in exchange for a 100% interest in LSG South Dakota. For accounting purposes, the acquisition of LSG South Dakota by LSG Nevada has been recorded as a reverse acquisition of a company and recapitalization of LSG South Dakota based on the factors demonstrating that LSG South Dakota represents the accounting acquirer. The Company changed its business direction.

As part of the acquisition, the former management and shareholders of LSG Nevada agreed to cancel 52,000,000 shares of common stock. After the acquisition and the cancellation, the Company had 44,037,500 shares of common stock issued and outstanding.

On October 21, 2013, the Company sold 500,000 units to Prince Marketing Group as a part of a private placement at $1 per share. Each unit consists of one common share of the Company’s stock and a warrant to purchase one common share of the Company’s stock. These warrants are exercisable for 12 months at $1 per share. Of the $500,000 proceeds raised as a result of this private placement, $200,000 was received in September 2013 and the remaining $300,000 was received in October 2013.

On November 19, 2013, the Company sold 300,000 units to Prince Marketing Group as a part of a private placement at $1 per share. Each unit consists of one common share of the Company’s stock and a warrant to purchase one common share of the Company’s stock. These warrants are exercisable for 12 months at $1 per share.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On March 12, 2014, the Company’s board of directors approved the issuance of 1,000,000 shares of common stock valued at $0.24 per share to the new Director and Chairman of the Board, Vino Padayachee, pursuant to the agreement described in Note 7.

NOTE 5 – WARRANTS AND OPTIONS

Below is a summary of the activity of warrants in the period ended March 31, 2014:

	Shares of Common Stock Purchasable Upon Exercise of Warrants		Weighted Average Exercise Price

Outstanding at June 30, 2013		-	$	-
Granted		800,000		1.00
Exercised		-		-
Expired		-		-
Forfeited		-		-
Outstanding at March 31, 2014		800,000		-

We analyzed the warrants issued in the period and determined that no beneficial conversion feature should be recognized as a result.

NOTE 6 – MATERIAL AGREEMENT

On March 13, 2013, the Company executed a facilitation agreement with Prince Marketing Group, Limited (“Prince”). The Company issued 100,000 shares of common valued at $10,000 in exchange for Prince to create and establish stem cell therapy clinics. The Company agreed to pay Prince a quarterly royalty equal to 3% of the gross revenue from stem cell therapy treatments. The royalty payments shall continue for 90 years commencing on April 1, 2013.

On December 18, 2012, the Company entered into a consulting agreement with James Vanden Bosch. Pursuant to this agreement, Mr. Bosch was to provide stem cell treatments for our business. The commencement of this agreement was delayed by agreement on February 8, 2013 and then again on September 10, 2013. As of December 1, 2013, Mr. Bosch’s agreement was terminated. Mr. Bosch received $5,000 pursuant to the agreement.

On November 1, 2013, the Company executed a consulting agreement with Shahab Bakhtyar for a period of 12 months at CDN$5,000 per month. As of December 31, 2013, the Company had made the payment for the month of November 2013 and had accrued $4,674 for the month of December 2013. The agreement was later modified to commence in December 2013, as the consulting services began then. The prior payment for November 2013 was applied to December 2013 and the December accrual was reversed in January of 2014.

On November 15, 2013, the Company executed a consulting agreement with David Granovsky, an independent contractor, for a fee of $4,000 per month, 20% of gross revenues generated as a result of Consultant’s efforts, as well as 10% of capital raised by the Company as a result of Consultant’s efforts.

NOTE 7 – RELATED PARTY TRANSACTIONS

Office space and services are provided without charge by the officers and directors of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

LIFE STEM GENETICS, INC.

(FORMERLY MIAMI DAYS CORP.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On January 1, 2013, the Company executed a one year employment agreement with Gloria Simov for the role of President of the Company. The annual compensation is $30,000 due monthly. During the three months ended March 31, 2014, the Company verbally extended the employment contract for another year, and recorded executive compensation of $7,500. As of March 31, 2014, the balance of accrued executive compensation is $18,375.

On January 1, 2013, the Company executed an implementation and management agreement with Lexington Management, Inc. (“Lexington”) for a period of five years. The consulting fees are $20,000 per month. The sole shareholder of Lexington is married to the President of the Company. During the three months ended March 31, 2014, the Company recorded professional fees – related party of $60,000. As of March 31, 2014, the balance of accounts payable is $130,020.

On March 12, 2014 the Company’s board of directors appointed a new Director and Chairman of the board, Vino Padayachee for the period from March 12, 2014 through March 12, 2019. The board also approved an agreement, whereby the Chairman is to be compensated with 1,000,000 shares of the Company’s common stock at the beginning of each year. The shares will vest immediately upon issuance. Pursuant to the agreement, the Company’s board authorized the issuance of 1,000,000 shares of common stock on March 12, 2014. The shares were valued at $0.24/share at market. The $240,000 was recorded as a prepaid expense and is being amortized over the year ended March 12, 2015. As of 3/31/2014, the company has recorded $13,151 in professional fees-related party and a remaining balance of $226,849 is recorded in the prepaid expenses related to this agreement.

During the 9 month ended March 31, 2014, the Company recorded $98,935 in professional fees – related party to an immediate shareholder who is a shareholder of the Company.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements are issued and there are no material subsequent events to disclose.

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

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company", mean Life Stem Genetics Inc., a Nevada company, and our wholly owned subsidiary Life Stem Genetics, Inc., a South Dakota company, unless otherwise indicated.

General Overview

We were incorporated in the State of Nevada on July 5, 2013 under the name Miami Days Corp. Our company was involved in the business of production and sale of fast food. The objective of our company was to establish a market in the Balkan region, particularly in the country of Serbia. We intended to provide the community with authentic and traditional Serbian fast food. We planned to generate revenue by selling traditional Serbian fast food cuisine from a chain of fast food outlets. Previously, our company had a contract with Slavko Didic to rent a property in order to conduct our business at Save Jovsica 9e, Zvezdara 11000, Belgrade, Serbia.

Unfortunately, we were not able to implement our business plan and consequently our management began considering alternative strategies, such as business combinations or acquisitions to create value for our shareholders.

On January 1, 2014, Life Stem Genetics, Inc., a South Dakota corporation ("LSG South Dakota") entered into an employment agreement with Gloria Simov. Pursuant to this employment agreement, Ms. Simov agreed to act as the president of LSG South Dakota. As compensation for acting as president, LSG South Dakota agreed to compensate Ms. Simov $30,000 per annum. The agreement was to terminate on January 1, 2014. On January 1, 2014, the Company verbally extended the agreement with Ms. Simov for another year.

Gloria Simov, an officer and director of our company, is also an officer and director of LSG South Dakota. Ms. Simov is also a major shareholder of LSG South Dakota.

LSG South Dakota is a State of South Dakota corporation engaged in the business of providing stem cell therapy treatments.

On August 29, 2013, our company signed a letter of intent with LSG South Dakota that, if the intent of the letter of intent was carried out, would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. In addition, after the proposed share exchange our company would provide financing to LSG South Dakota sufficient to carry out its business objectives.

On August 30, 2013, our company entered into a share exchange agreement with LSG South Dakota and the shareholders of LSG South Dakota that would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 1,100,000 issued and outstanding shares of LSG South Dakota's common stock in exchange for the issuance by our company of 26,422,500 shares of our common stock to the shareholders of LSG South Dakota. The restricted shares to be issued to the LSG South Dakota shareholders would represent 60% of then issued shares of our company at the closing of agreement and related transactions.

Further, pursuant to the share exchange agreement, we were required to provide a financing of an aggregate of $500,000, to close no later than 60 days from the close of the share exchange and on mutually agreeable terms. The financing is to be used for advancement of our business objectives.

On September 16, 2013, our board of directors and a majority of our shareholders approved a change of name of our company from "Miami Days Corp." to "Life Stem Genetics Inc.".

In addition to the name change, our board of directors and a majority of our shareholders approved a 13 new for 1 old forward split of our issued and outstanding shares of common stock and an increase to our authorized capital. As a result in our issued and outstanding common stock would increase from 5,355,000 to 69,615,000 shares and our authorized capital would increase from 75,000,000 shares of common stock to 250,000,000 shares of common stock, all with a par value of $0.001.

A Certificate of Amendment to effect the change of name and increase to authorized capital became effective with the Nevada Secretary of State on September 18, 2014. Our name change and stock split were approved by the Financial Industry Regulatory Authority ("FINRA") effective September 20, 2014. The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 20, 2014. Our trading symbol is "LIFS". Our CUSIP number is 53217Y 103.

Subsequent to the filing of our annual report for the fiscal year ended July 31, 2013, we changed our fiscal year-end from July 31 to June 30.

Our principal executive office is located at 433 North Camden Drive, Suite 400, Beverly Hills, CA 90210. Our phone number is (310) 279-5234.

Our Current Business

Our new business is to establish a series of stem cell therapy based clinics around the world. The first three locations are planned for Las Vegas, Nevada, Newport Beach, California and Hong Kong. The business goal is to have 20 locations established internationally within five years. Each facility will be set up in a spa-like atmosphere and offer a variety of treatments.

On August 30, 2013, our company entered into a share exchange agreement with LSG South Dakota and the shareholders of LSG South Dakota that would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 1,100,000 issued and outstanding shares of LSG South Dakota’s common stock in exchange for the issuance by our company of 26,422,500 shares of our common stock to the shareholders of LSG South Dakota. The restricted shares to be issued to the LSG South Dakota shareholders would represent 60% of then issued shares of our company at the closing of agreement and related transactions.

On September 19, 2013, we entered into an amending agreement with LSG South Dakota and its shareholders. Pursuant to the terms of the amending agreement, we mutually agreed to extend the date of closing of the share exchange agreement.

On September 20, 2013, we closed the share exchange by issuing the required 26,422,500 common shares to the shareholders of LSG South Dakota. As a result of the share exchange, LSG South Dakota became our wholly-owned subsidiary. Concurrently, and as a condition to closing the share exchange agreement, we cancelled 52,000,000 shares of our common stock.

Additionally, on September 20, 2013, Bojan Didic, a former officer, director and shareholder of our company, agreed to cancel 52,000,000 shares of common stock. As a result of the closing of the share exchange agreement with LSG South Dakota, LSG South Dakota became our wholly-owned subsidiary and we now carry on business in the state of California. Our company is in the development stage and has generated only nominal/insignificant revenues.

On September 25, 2013, we entered into a press agreement with Contrarian Press LLC, pursuant to which Contrarian will establish a proprietary database of potential investors for our company. Based on the resources necessary to commence the services, our company has paid an initial amount of $300,000 to be applied to recurring database acquisitions costs expended by Contrarian. Throughout the term of the agreement, continuation of activities by Contrarian and replenishment of the budget by our company will be as approved by mutual agreement. The agreement is for a term of 24 months and may be terminated in writing by either party upon five business days written notice to the other party.

Effective October 21, 2013, we entered into a private placement agreement with one person. Pursuant to the agreement, we agreed to the issuance of 500,000 units at a price of $1.00 per unit. Each unit consists of one share of our common stock and one warrant. Each warrant is exercisable into one common share of our company's common stock at price of $1.00 per warrant share for a period of 12 months. The total proceeds received from this private placement were $500,000.

Effective November 19, 2013, we entered into a private placement agreement with one subscriber. Pursuant to the agreement, we agreed to the issuance of 300,000 units at a price of $1.00 per unit. Each unit consisted of one share of our common stock and one warrant. Each Warrant is exercisable by the subscriber into one common share of our company stock at price of $1.00 per warrant share for a period of 12 months. The total proceeds from this private placement was $300,000.

In connection with the October 21, 2013 private placement for an aggregate of $500,000, we have now closed an aggregate of $800,000 of our planned $1,000,000 private placement of units. We did not receive funds for the previous closing of the remaining $200,000 as announced on November 19, 2013. As a result, we are continuing to attempt to complete our planned financing of $1 million of units.

On December 18, 2013, LSG South Dakota entered into a consulting agreement with James Vanden Bosch. Pursuant to this agreement, Mr. Bosch was to provide stem cell treatments for our business. The commencement of this agreement was delayed by agreement on February 8, 2013 and then again on September 10, 2013. As of December 1, 2013, Mr. Bosch’s agreement was terminated. Mr. Bosch received $5,000 pursuant to the agreement.

On November 1, 2013, our company executed a consulting agreement with Shahab Bakhtyar for a period of 12 months at CDN$5,000 per month. As of December 31, 2013, the Company had made the payment for the month of November 2013 and had accrued $4,674 for the month of December 2013. The agreement was later modified to commence in December 2013, as the consulting services began then. The prior payment for November 2013 was applied to December 2013 and the December accrual was reversed in January of 2014.

On November 15, 2013, our company executed a consulting agreement with David Granovsky, an independent contractor, for a fee of $4,000 per month, 20% of gross revenues generated as a result of consultant’s efforts, as well as 10% of capital raised by our company as a result of the consultant’s efforts.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Cash Requirements

Over the next 12 months we intend to carry on business as a development stage stem cell therapy treatment company. We anticipate that we will incur the following operating expenses during this period:

Estimated Funding Required During the Next 12 Months

Expense	Amount ($)

Consulting Fees for Research and Development(1)		272,000
Fixed asset purchases		20,000
Management Consulting Fees		130,000
Professional fees(1)		170,000
Rent		18,000
Sales, Travel and Marketing(1)		300,000
Other general administrative expenses(1)		90,000
Total		1,000,000

(1)

On January 1, 2014, LSG South Dakota entered into an implementation and management agreement with Lexington Management Inc. Pursuant to this agreement, Lexington is to oversee management, administrative and implementations services to LSG South Dakota, such duties will include arranging and monitoring legal and accounting services, developing public relation campaigns and arranging financing. As compensation to Lexington for its service, LSG South Dakota agreed to pay Lexington $20,000 per month. Over the next 12 months, Lexington will be paid $240,000 which includes $92,000 for consulting fees for research and development, $26,000 in professional fees, $72,000 for sales, travel and marketing, and $50,000 in general and administrative fees.

We will require funds of approximately $1,000,000 over the next twelve months to operate our business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Results of Operations

Operating Expenses

Our operating expenses for the three and nine month periods ended March 31, 2014 and 2013 and for the period from November 30, 2012 (inception) to March 31, 2014 are outlined in the table below:

													Cumulative
													From
	Three			Three			Nine			November 30,			November 30,
	Months			Months			Months			2012			2012
	Ended			Ended			Ended			(Inception) to			(Inception) to
	March 31,			March 31,			March 31,			March 31,			March 31,
	2014			2013			2014			2013			2014

Revenues	$	Nil		$	Nil		$	Nil		$	Nil		$	Nil
Operating Expenses	$	184,328		$	93,723		$	551,725		$	100,373		$	701,862
Other (Income) Expense	$	(6	)	$	Nil		$	(9	)	$	Nil		$	(9	)
Net Loss	$	(184,322	)	$	(93,723	)	$	(551,716	)	$	(100,373	)	$	(701,853	)

From our inception on November 30, 2012 to March 31, 2014, we did not have any operating revenues.

During the three months ended March 31, 2014, our company incurred operating expenses of $184,328 compared with $93,723 for the three months ended March 31, 2013 and $551,725 for the nine months ended March 31, 2014 compared with $100,373 for the period from November 30, 2012 (inception) to March 31, 2013. The increases in operating expenses for the three months ended March 31, 2014 compared with the three month period ended March 31, 2013 were attributed to increases in general and administrative expenses, professional fees - related party and executive compensation to a related party, offset by a decrease in professional fees. The increase in operating expenses for the nine months ended March 31, 2014 compared to the period from November 30, 2012 (inception) to March 31, 2013 were attributed to increases in general and administrative expenses, professional fees, professional fees - related party and executive compensation to a related party.

For the three months ended March 31, 2014, our company incurred a net loss of $184,322 or a $0.00 loss per share compared with a net loss of $551,716 or a $0.01 loss per share for the nine months ended March 31, 2014 and a net loss of $701,853 for the period from November 30, 2012 (inception) to March 31, 2014.

Liquidity and Capital Resources

Working Capital

		At		At
		March 31,		June 30,
		2014		2013

Current Assets	$	265,768	$	192
Current Liabilities	$	217,757	$	139,329
Working Capital (Deficit)	$	48,011	$	(139,137	)

Cash Flows

				From			From
	Nine Months			November 30, 2012			November 30, 2012
	Ended			(Inception) to			(Inception) to
	March 31,			March 31,			March 31,
	2014			2013			2014

Net Cash Provided by (Used in) Operating Activities	$	(467,588	)	$	(12,873	)	$	(472,725	)
Net Cash Provided by (Used In) Investing Activities	$	(301,161	)	$Nil			$	(301,161	)
Net Cash Provided by Financing Activities	$	804,287		$	12,943		$	809,616
Net Increase (Decrease) In Cash During The Period	$	35,538		$	70		$	35,730

Cash Flow From Operating Activities

During the nine months ended March 31, 2014, our company used $467,588 of cash for operating activities compared with the use of $12,873 during the period from November 30, 2012 (inception) to March 31, 2013 and $472,725 during the period from November 30, 2012 (inception) to March 31, 2014. The increase in the use of cash for operating activities for the nine months ended March 31, 2014 compared to the period from November 30, 2012 (inception) to March 31, 2013 was primarily due to an increase in our net loss due to increased operating expenses for the nine months ended March 31, 2014.

Cash Flow From Investing Activities

During the nine months ended March 31, 2014, our company used $301,161 with respect to investing activities compared with $Nil during the period from November 30, 2012 (inception) to March 31, 2013.

Cash Flow From Financing Activities

During the nine months ended March 31, 2014, our company received $804,287 from financing activities compared with $12,943 during the period from November 30, 2012 (inception) to March 31, 2013.

At March 31, 2014, our company had a cash balance of $35,730 and total assets of $566,904 compared with cash balance and total assets of $192 as at June 30, 2013. The increase in cash and total assets were attributed to increases in prepaid expenses and cash from the sale of common stock which allowed our company to purchase the database for $300,000.

As at March 31, 2014, our company had total liabilities of $217,757 compared with $139,329 as at June 30, 2013. The increase was attributed to an increase in accounts payable and accrued expenses, accounts payable - related party, accrued executive compensation – related party, as well as notes payable – related party.

As at March 31, 2014, our company had a working capital of $48,011 compared with a working capital deficit of $139,136 as at June 30, 2013.

Going Concern

We have not generated any revenue since inception and are dependent upon obtaining outside financing to carry out our operations. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Basis of Presentation

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by our company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although our company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim consolidated financial statements be read in conjunction with the financial statements of Life Stem Genetics, Inc. (South Dakota corporation) for the period of inception (November 30, 2012) to June 30, 2013 and notes thereto included in the Form 10-K annual report for Life Stem Genetic, Inc. (Nevada corporation). Our company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Capitalized Software Development Costs

Capitalized software costs include costs incurred in connection with the development of software and purchased software. These costs relate to software used by subscribers to access, manage and analyze information in our company's databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life.

Our company exercises significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board ("FASB") ASC 350-40, Internal-Use Software. Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized until both (a) technological feasibility has been established for the software and (b) all research and development activities for the other components of the product or process have been completed.

Revenue Recognition

Our company recognizes revenue when consulting and placement services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. Our company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller's price to the buyer is fixed and (4) Collectability is reasonably assured.

Fair Value of Financial Instruments

Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Stock-Based Compensation

Our company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires our company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Earnings Per Share

Our company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Recent Accounting Pronouncements

Our company has evaluated all the recent accounting pronouncements issued through November 2014 and believes that none of them will have a material effect on our company's financial statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a "smaller reporting company" we are not required to provide the information required by this Item.

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

On November 19, 2013, we issued an aggregate of 300,000 shares of our common stock pursuant to a private placement. We issued an aggregate of 300,000 shares of our common stock to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

On March 12, 2014 the Company’s board authorized the issuance of 1,000,000 shares of common stock to Vino Padayachee pursuant to the related service agreement. The shares were valued at $0.24/share at market.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description

(2)		Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

2.1		Share Exchange Agreement among Life Stem Genetics Inc., Life Stem Genetics, Inc. and the shareholders of Life Stem Genetics, Inc. dated August 30, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 3, 2013)

2.2		Amending Agreement among Life Stem Genetics Inc., Life Stem Genetics, Inc. and the Shareholders of Life Stem Genetics, Inc. dated September 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

(3)		(i) Articles of Incorporation; (ii) By-laws

3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 11, 2013).

3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 11, 2013).

3.3		Certificate of Amendment filed on September 17, 2013 with the Nevada Secretary of State with an effective date of September 18, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 20, 2013).

3.4		Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on June 28, 2013).

(10)		Material Contracts

10.1		Consulting Agreement between our company and James Vanden Bosch dated December 18, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

10.2		Amending Consulting Agreement between our company and James Vanden Bosch dated February 8, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

10.3		Amending Consulting Agreement between our company and James Vanden Bosch dated September 10, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

10.4		Employment Agreement between our company and Gloria Simov dated January 1, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

10.5		Facilitation Agreement between our company and Prince Marketing Group Limited dated March 13, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

10.6		Implementation and Management Agreement between our company and Lexington Management Inc., dated for reference January 1, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)

10.7		Press Agreement between our company and Contrarian Press LLC dated September 25, 2013 (incorporated by reference to our Annual Report on Form 10-K filed on October 29, 2013)

10.8		Consulting Agreement between our company and Shahab Bakhtyar dated November 1, 2013 (incorporated by reference to our Quarterly Report on Form 10-Q filed onFebruary 14, 2014)

10.9		Consulting Agreement between our company and David Granovsky dated November 15, 2013(incorporated by reference to our Quarterly Report on Form 10-Q filed onFebruary 14, 2014)

(21)		Subsidiaries of Registrant

21.1		Life Stem Genetics, Inc., a State of South Dakota corporation

(31)		Rule 13a-14(a)/15d-14(a) Certifications

31.1*		Section 302 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

31.2*		Section 302 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

(32)		Section 1350 Certifications

32.1*		Section 906 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

32.2*		Section 906 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

101**		Interactive Data Files
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

*	Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LIFE STEM GENETICS INC.
		(Registrant)


Dated: May 8, 2014		/s/ Gloria Simov
	By:	Gloria Simov
		President, Chief Executive Officer and Director
		(Principal Executive Officer)



Dated: May 8, 2014		/s/ Heather Sharp
	By:	Heather Sharp
		Chief Financial Officer and Director
		(Principal Financial Officer and Principal Accounting Officer)

Life Stem Genetics Inc. - FORM 10-Q - May 8, 2014

Attached files

Life Stem Genetics Inc. Reports