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

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EXCEL - IDEA: XBRL DOCUMENT - INOLIFE TECHNOLOGIES, INC.	Financial_Report.xls
EX-31.2 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.	inol_ex312.htm
EX-32.1 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.	inol_ex321.htm
EX-31.1 - CERTIFICATION - INOLIFE TECHNOLOGIES, INC.	inol_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2013

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.)

Post Office Box 2223 Banner Elk, North Carolina		28604
(Address of principal executive offices)		(Zip Code)

(828) 387-2347

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted 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 o

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

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

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

As of May 15, 2014, the shares outstanding of the registrant’s common stock are 265,399,944.

TABLE OF CONTENTS

		Page
Part I. Financial Information

Table of Contents			2

Explanatory Note			3

Item 1.	Condensed Consolidated Financial Statements.

	Condensed Consolidated Balance Sheets for the periods ending September 30, 2013 (unaudited) and March 31, 2013.		4

	Condensed Consolidated Statements of Operations for the three and six month periods ending September 30, 2013 (unaudited) and September 30, 2012 (unaudited).		5

	Condensed Consolidated Statements of Cash Flows for the six month periods ending September 30, 2013 (unaudited) and September 30, 2012 (unaudited).		6

	Notes to Condensed Consolidated Financial Statements (unaudited).		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		16
Item 4.	Controls and Procedures.		16

Part II. Other Information.

Item 1.	Legal Proceedings		17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		17
Item 3.	Defaults Upon Senior Securities.		17
Item 4.	Mine Safety Disclosure.		17
Item 5.	Other Information.		17
Item 6.	Exhibits.		18
Signatures			19

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends and restates the quarterly report on Form 10-Q of InoLife Technologies, Inc., or “the Company”, for the quarter ended September 30, 2013, as originally filed with the Securities and Exchange Commission, or “the SEC”, on January 9, 2014. We refer to the quarterly report on Form 10-Q that was filed on January 9, 2014 as “the original filing”. Contrary to the rules of the SEC, the Company's condensed consolidated financial statements included in the original filing and this filing have not been reviewed by an independent public accountant in accordance with professional standards for conducting such reviews. The Company has engaged a new independent audit firm who has not yet completed their review of the financial statements.

This amended report does not reflect any other events occurring after the original filing.

PART I. FINANCIAL STATEMENTS

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INOLIFE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2013			March 31, 2013
	(Not Reviewed)
ASSETS
Current Assets
Cash	$	5,000		$	-
Prepaid expenses		-			53,750
TOTAL ASSETS	$	5,000		$	53,750

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	-		$	133,176
Notes payable – related parties		-			64,161
Current portion of convertible notes payable		-			139,711
Accrued Salaries		593,857			420,733
Accrued Employer Taxes		214,389			14,211
Accrued interest		756			9,757
Total Current Liabilities		809,002			781,750

TOTAL LIABILITIES		809,002			781,750

SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, Series B, par value $0.00001 per share, 50,000,000 shares
119,940 and 119,940 issued and outstanding, respectively		2			2

Preferred Stock – Series C, par value $0.01 per share,
572 and -572- issued and outstanding, respectively		6			6

Common Stock, par value $0.00001 per share, 250,000,000 shares authorized,
240,400,504 and 240,400,504 issued and outstanding, respectively		2,403			400
Treasury Shares		480			-
Shares held in escrow		-			(7,500	)
Additional paid in capital		6,614,298			5,486,659
Accumulated deficit		(7,421,191	)		(6,207,567	)
Total Shareholders’ Deficit		(804,002	)		(728,000	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICT)	$	5,000		$	53,750

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

INOLIFE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended						Six months ended
	September 30,						September 30,
	2013			2012			2013			2012
	(Not Reviewed)			(unaudited)			(Not Reviewed)			(unaudited)

Revenues	$	-		$	-		$	-		$	-

Operating expenses
Marketing and advertising		-			934			-			4,138
Professional fees		208,818			9,311,152			1,381,299			9,602,526
General and administrative		284,277			13,485			321,246			31,818
Rent		-			26,818			-			9,284
Total operating expenses		493,095			9,352,389			1,702,545			9,647,766

Net loss from operations		(493,095	)		(9,352,389	)		(1,702,545	)		(9,647,766	)

Other income (expenses)
Interest expense		(6,438	)		(11,258	)		(9,486	)		(27,833	)
Gain on debt forgiveness		293,537			-			484,196			-
Other Misc. Income		14,211						14,211

Net income (loss)	$	(191,785	)	$	(9,363,647	)	$	(1,213,624	)	$	(9,675,599	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
Basic and diluted		234,845,709			77,954,693			152,752,842			22,748, 860

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

INOLIFE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended
	September 30,
	2013			2012
	(Not Reviewed)			(unaudited)
Cash Flows from Operating Activities
Net loss	$	(1,213,624	)	$	(9,675,599	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:

Common Stock Issued In Exchange For Services		1,702,820			9,534,202

Gain on Debt Forgiveness		(484,196	)		-
Accounts Payable		-			29,425
Prepaid Expense-Shareholders		-			(137,340	)
Accrued Management Fees		-			128,733
Accrued Interest		-			23,450

Net Cash Provided by (Used In) Operating Activities		5,000			(97,129	)

Cash Flows from Financing Activities
Proceeds from Issuance of Convertible Note Payables		-			45,000
Net (Repayment) Proceeds from Shareholder Loans		-			(2	)
Net Cash Provided by Financing Activities		-			44,998

Net Change in Cash and Cash Equivalents		5,000			(52,131	)

Cash and Cash Equivalents – Beginning of Period		-			51,037
Cash and Cash Equivalents – End of Period	$	5,000		$	(1,094	)

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

NOTE 1 – THE COMPANY

HISTORY

InoLife Technologies, Inc. (the “Company”) was incorporated under the laws of the State of New York on November 12, 1998 as Safe Harbour Health Care Properties, Ltd. During 1999, the Company ceased its operations. The Company remained dormant until 2004, when one of the Company’s shareholders purchased a controlling interest. In February 2004, the Company began its development stage as an internet based marketing company. The Company, as of December 2007 discontinued its internet marketing due to difficulties with service providers and subsequent cancellations by customers.

In August 2009, Gary Berthold purchased 35,013,540 shares of InoLife Technologies, Inc. representing a majority of the outstanding shares. In connection with the purchase, all of the directors and officers of the Company resigned from their positions, after first appointing Berthold as a director.

Effective September 17, 2009, the Board of Directors of the Company authorized the execution of a share exchange agreement (the “Share Exchange Agreement”) with InoVet, Ltd., a Delaware corporation (“InoVet”) and the shareholders of InoVet (the “InoVet Shareholders”). In accordance with the terms and provisions of the Share Exchange Agreement, the Company agreed to: (i) acquire all of the issued and outstanding shares of common stock of InoVet from the InoVet Shareholders; and (ii) issue an aggregate of 10,000,000 shares of its restricted common stock to the InoVet Shareholders.

NOTE 2 – 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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Consolidated Financial Statements:

Contrary to the rules of the SEC, the Company's accompanying condensed consolidated financial have not been reviewed by an independent public accountant in accordance with professional standards for conducting such reviews. The Company has engaged a new independent audit firm who has not yet completed their review of the financial statements. This amended report does not reflect any other events occurring after the original filing.

Other than as noted above, the accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 1, 2013. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending March 31, 2014.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires estimating, matching, and timing of revenue and expense. Below is a summary of certain significant accounting policies selected by management.

The condensed consolidated financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Management believes that all adjustments necessary for a fair statement of the results of the three months ended September 30, 2013 and 2012 have been made.

Basis of Presentation:

The Company prepares its consolidated financial statements on the accrual basis of accounting. All intercompany balances and transactions are eliminated.

Cash and Cash Equivalents:

All highly liquid investments with original maturities of three months or less are included in cash and cash equivalents. All deposits are maintained in FDIC insured depository accounts in local financial institutions and balances are insured up to $250,000.

Fair Value of Financial Instruments:

The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any.

Accounts Receivable:

Accounts receivables are carried at their face amount, less an allowance for doubtful accounts. On a periodic basis, the Company evaluates accounts receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections. The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received with agreed upon invoice terms. The Company provides an allowance for all receivables that are greater than 90 days old. Allowances for Doubtful Accounts totaled $0 at September 30, 2013, and September 30, 2012. Write offs are recorded at a time when a customer receivable is deemed uncollectible. During the six months ended September 30, 2013, the Company had no write-offs.

Fixed Assets:

Fixed assets are stated at cost if purchased, or at fair value in a nonmonetary exchange, less accumulated depreciation. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation is computed by applying the straight-line method over the estimated useful lives which are generally three to seven years. Leases that meet the requirements of ASC 840-10, are capitalized and included in fixed assets.

Revenue Recognition:

The Company recognizes revenue in accordance with ASC 605-10. Revenue will be recognized only when all of the following criteria have been met:

Persuasive evidence of an arrangement exists;

Ownership and all risks of loss have been transferred to buyers, which is generally upon shipment or at the time the service is provided;

The price is fixed and determinable; and

Collectability is reasonable assured.

Earnings per Share:

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered. As the Company has no potentially dilutive securities, fully diluted earnings per share is identical to earnings per share (basic).

Income Taxes:

The Company accounts for income taxes in accordance with FASB ASC 740, “Accounting for Income Taxes” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in the income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. The Company has had significant operating losses and a valuation allowance is recorded for the entire amount of the deferred tax assets, which is equal to zero.

Recent Accounting Pronouncements:

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE 4 – COMMON AND PREFERRED STOCK

On April 29, 2013 INOL approved a conversion notice from Universal Partners Corp. whereby the remaining $1,600 of principal of the debt acquired from Robin W. Hunt as well as all accrued interest was converted into 1,800,000 unrestricted common shares.

On May 1, 2013 INOL entered into an Exclusive Licensing Agreement with Green Dolphin Corp. INOL issued 1,200,000 restricted common shares to Green Dolphin Systems Corp on May 30, 2013 pursuant to Section 2 of the Agreement.

On May 1, 2013 INOL entered into a Marketing Advisor agreement with Ms. Lorri Bates. The company issued 600,000 shares to Ms. Bates on May 20, 2013 pursuant to Section 2 of the agreement, which were registered in the corporation’s S-8 Registration statement at a price of $0.01 per share.

On May 2, 2013 INOL put into effect a 2013 Stock Grant and Option Plan. The company filed a Form S-8 Registration Statement on May 8, 2013, with a post-effective amendment having been filed on May 17, 2013 in order to register six million shares under the 2013 Stock Option Plan.

On May 8, 2013 INOL filed an S-8 Registration Statement with a post-effective amendment filed on May 17, 2013 in order to register 6 million common shares at a price of $0.01 per share.

On May 15, 2013 INOL approved a conversion notice from Just Marketing Group, Inc. dated whereby $4,000 of the remaining $12,000 of debt acquired from Robin W. Hunt was converted into 2,000,000 shares of the Company’s common stock at a conversion rate of $0.002.

On May 17, 2013 INOL approved a conversion notice from Red Tie Financial, Inc. dated whereby $4,000 of the remaining $12,000 of debt acquired from Robin W. Hunt was converted into 2,000,000 shares of the Company’s common stock at a conversion rate of $0.002.

On May 20, 2013 INOL named Mr. Nick Plessas as V.P. of Business Development, issuing Mr. Plessas 1,500,000 restricted common shares on as compensation for his services rendered.

On May 30, 2013 INOL entered into a consulting agreement with Mr. James W. Thomas II to provide the company with accounting services effective June 1, 2013. Mr. Thomas was issued 1,500,000 restricted common shares on as partial compensation for services rendered with additional compensation as business conditions warrant.

On June 14, 2013, the Corporation authorized and approved the conversion of 280 of the 80,000 shares of Series B Preferred Stock held by Gary Berthold and the conversion of 280 of the 40,000 shares of Series B Preferred Stock by Sharon Berthold; the Corporation authorized and approved the issuance of 70,000,000 restricted common shares each to Gary Berthold and Sharon Berthold pursuant to the conversion of their shares of Series B Preferred Stock;

On June 14, 2013, INOL issued 180,000 unrestricted S-8 shares, which were registered at a price of $0.01 per share, to Ken Bart as compensation for services provided as of May 31, 2013 under the Engagement Agreement dated April 3, 2013.

On June 16, 2013, INOL authorized the issuance of 1,000,000 unrestricted S-8 shares, which were registered at a price of $0.01 per share, to John Ahearn pursuant to the agreement between INOL and John Ahearn dated June 5, 2013. The shares were issued as compensation for services provided as of June 14, 2013.

On June 17, 2013 INOL cancelled contracts and free trading common shares previously issued to: Classic Ventures Ltd. – 1,950,000; River Capital Ltd., - 3,500,000; Three Castle LLC – 3,750,000; Eurolink Investments, Inc. – 3,750,000; Compass Capital, Inc. – 1,950,000; and Freeport Properties, Ltd. – 3,300,000.

On June 24, 2013 INOL approved a conversion notice from Just Marketing Group, Inc. whereby the remaining $8,000 debt acquired from Robin W. Hunt was converted into 4,000,000 shares of the Company’s common stock at a conversion rate of $0.002

On June 24, 2013 INOL issued 10,000,000 restricted common shares to John T. Root, Jr. as compensation for his services.

On July 17, 2013 INOL approved a conversion notice from Prism Overseas whereby $6,075 of debt was converted into 7,200,000 shares of the Company’s common stock at a conversion rate of $ 0.0009.

On July 18, 2013 INOL approved a conversion notice from Timelime Capital whereby $9,825 of debt was converted into 11,000,000 shares of the Company’s common stock at a conversion rate of $ 0.0009.

On July 23, 2013 INOL approved a conversion notice from Continental Equities, LLC whereby 942.5 of debt was converted into 250,000 shares of the Company’s common stock at a conversion rate of $ 0.00377.

On July 26, 2013 INOL approved a conversion notice from Red Tie Financial Inc. whereby $4000 of debt was converted into 4,000,000 shares of the Company’s common stock at a conversion rate of $ 0.002.

On August 29, 2013, INOL issued 260,000 unrestricted S-8 shares, which were registered at a price of $0.01 per share, to Ken Bart as compensation for services provided as of May 31, 2013 under the Engagement Agreement dated April 3, 2013.

On September 17, 2013 INOL approved a conversion notice from Diamond Transport LTD. whereby $2,500 of debt was converted into 20,000,000 shares of the Company’s common stock at a conversion rate of $ 0.0013.

On September 17, 2013 INOL approved a conversion notice from Galaxy Properties Inc. whereby $2,500 of debt was converted into 20,000,000 shares of the Company’s common stock at a conversion rate of $ 0.0013.

NOTE 5 – FINANCIAL CONDITION AND GOING CONCERN

The Company has minimal operations and has negative working capital as of September 30, 2013. Due to the limited operating history and limited operations, the Company will require additional working capital to survive. If the funds the Company has are not sufficient, it will also consider bank loans and additional shareholder loans. There are no assurances that the Company will be able to obtain any of these. No assurance can be given that additional financing will be available, or will be available, will be on terms acceptable to the Company. If adequate working capital cannot be generated, the Company may not be able to continue its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be able to continue as a going concern.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated all activity of the Company through May 15, 2014 (the issue date of the financial statements) and concluded that the following additional subsequent events have occurred that require recognition in the financial statements or disclosure in the notes to financial statements.

On Oct 18, 2013 the company increased the authorized shares from 250,000,000 to 400,000,000 shares.

On October 23, 2013 the company issued a 10% convertible note to Just Marketing Group, Inc. in the amount of $5,000.

On November 25, 2013 the company issued an 18% convertible promissory note in the amount of $7,000 to Vera Group, LLC.

On November 29, 2013 Sharon Berthold resigned her position as Director and Secretary.

On November 29, 2013 Sharon Berthold resigned her position as Executive Vice President.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this 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 the Company. 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.

This Amendment No. 1 on Form 10-Q/A amends and restates the quarterly report on Form 10-Q of InoLife Technologies, Inc., or “the Company”, for the quarter ended September 30, 2013, as originally filed with the Securities and Exchange Commission, or “the SEC”, on January 9, 2014. We refer to the quarterly report on Form 10-Q that was filed on January 9, 2014 as “the original filing”. Contrary to the rules of the SEC, the Company's condensed, consolidated financial statements included in the original filing and this filing have not been reviewed by an independent public accountant in accordance with professional standards for conducting such reviews. The Company has engaged a new independent audit firm who has not yet completed their review of the financial statements.

This amended report does not reflect any other events occurring after the original filing.

Results of Operations

Due to our continued lack of funds, our operations are very limited. As a result, we realized no revenue during the period ended September 30, 2013.

The largest expenses during the six months ended September 30, 2013 were for professional fees. The expense related to professional fees was $208,818 and $1,381,299 for the three and six months ended September 30, 2013, respectively. 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 no shares of common stock for their services and control during the six months ended September 30, 2013. The common stock was issued at the markets closing price on the day of issuance.

We realized a net loss of $191,785 and a net loss $1,213,624 for the three and six months ended September 30, 2013.

Liquidity and Capital Resources

At September 30, 2013 we have a cash position of $5,000. Since we initiated our business operations in 2009, our operations have been funded primarily by the private sale of equity and debt to investors. As a result, through September 30, 2013, we have used all of our funds for our operations.

We continue to actively seek investment capital. At the present time, however, we have had limited commitments from funders to provide us any additional funds.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably expected to have a current or future effect on our financial condition or results of operations.

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations. There were no recent accounting pronouncements that are likely to have a material effect on the Company’s financial position or results of operations.

Plan of Operation

InoLife Technologies, Inc. is organized to develop and market Skin Care and DNA Testing products within the US. The Company's mission is to aggressively identify, manufacture and market innovative and affordable healthcare products and services directly to the marketplace. By targeting cutting-edge DNA-based testing and reporting methodologies, the company is able to significantly benefit the health and wellness needs of both individuals and their healthcare providers.

InoLife will be focusing primarily in two areas that leverage the Company’s strong relationships with certified laboratories for all natural organic compounds and DNA based predisposition test platforms. The two areas will be:

1)	Skincare Division that will develop and market a complete line of all natural skincare products for men and women with Proprietary Anti-Aging beneficial properties.

2)	Healthcare Division that will encompass InoLife’s Genetic Test Platforms and DNA predisposition products for certain diseases for the professional medical industry.

InoLife’s Skincare Division, will utilize a patented compound to formulate a unique cream with Anti-Aging properties for both men and women. In addition, there will also be multiple other products the Company plans to develop over the next 12 months that will include all natural sunscreens; facial moisturizers and scrubs; and effective all natural formulations for the treatment of acne.

InoLife Technologies, Inc. is working on putting the necessary funding in place to market the commercial use of proprietary Intellectual Property by manufacturing, brand marketing and selling an integrated program of age reversing creams and lotions. These products will be sold directly to consumers through e-commerce, direct sales, pharmacies, retailers, distributors and healthcare providers. It also offers products that are sold only to physicians, hospitals, outpatient facilities and others in the medical community for use with their patients.

Inolife's Healthcare Division has developed a wide variety of genetic test platforms that provide meaningful information about genetic makeup, predispositions to certain diseases and ancestral information. Some of the platforms provide genetic biomarkers that address several pervasive healthcare needs. Test kit results can lead to lower total healthcare expenditures through early detection and management of health issues including obesity, cancers, diabetes, cardiac issues and general fitness.

InoLife is committed to our shareholders to increase the fundamental value of the Company’s stock. The key to the success of each of these divisions is investment and key personnel. Management is currently in discussions with interested investment groups to help fund the Company’s development and marketing initiatives. InoLife is already in the process of bringing on board the right management talent to make this all happen. To that end, the company is in talks with Trinity Harvest Financial Services, Inc. to handle all of the accounting and some administrative functions. Trinity Harvest is an outsourced CFO company specializing in growth companies, private and public. It will be necessary to strengthen the accounting functions as the company rolls out their new product lines. The Company would like to thank its shareholders for their patience and continual support

Our Independent Auditors have expressed substantial doubt about our ability to continue as a going concern.

As we don’t have enough cash on hand to pay our expenses for the next 12 months of operations, our independent auditors have included a “going concern” qualification in their audit report. The Company will have to continue to raise funds to continue to operate.

We require additional financing and our inability to raise additional capital on acceptable terms in the future may have a material adverse effect on our business and financial condition.

We do not have sufficient operating capital to fund our operations for the next 12 months and must raise that capital through loans and/or sales of our common stock. There is no guarantee that we will be able to do so. Failure to do so could cause us to have to cut operations and delay development and introduction of our products.

Because we have a limited operating history to evaluate our company and are implementing a new business model, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delay frequently encountered by a new company.

Since we have a limited operating history we cannot assure you that our business will generate revenues or be profitable. Early stage companies often are unsuccessful and encounter unanticipated expenses and difficulties, investors should consider this risk in determining whether to purchase or sell our common stock.

Our current management holds significant control over our common stock and they may be able to control our Company indefinitely.

Our management has significant control over our voting stock that may make it difficult to complete some corporate transactions without their support and may prevent a change in control. As of September 30, 2013, our directors and executive officers as a whole, beneficially own approximately 92,000,602 shares of our common stock, 2 shares of our Series A Convertible Preferred stock and 119,440 shares of our Series B Convertible Preferred Stock. The above-described significant stockholders will have considerable influence over the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has derivative instruments and they do not show these in the financial statements as they are deemed to be immaterial and have no effect on the presentation of the financial statements as presented.

Item 4. Controls and Procedures.

(a)	Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending September 30, 2013, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending September 30, 2013, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error 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 benefit 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.

(b)	Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The company has two legal actions. On November 23, 2011, an arbitrator awarded a total of $88,893.48 to two employees of Stemtide for unpaid salaries. This liability has been recorded. On October 18, 2013 the company was served with legal actions by Starcity Capital, LLC. The company is in talks with Starcity and expects that this action will be rescinded. The company is currently not involved in any other litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, filed with the SEC on July 19, 2013.

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

There were no additional unregistered sales of the Company’s equity securities during the quarter ended September 30, 2013 that were not otherwise disclosed on a Form 4 or Form 8-K.

Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosure.

Not applicable

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

3.1	Articles of Incorporation of InoLife Technologies Inc. as amended (the “Company”).
	-	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.
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	RO 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 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 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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INOLIFE TECHNOLOGIES, INC.

Dated: May 19, 2014	By:	/s/ GARY BERTHOLD
		Gary Berthold
		Chief Executive Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons, on behalf of the Registrant and in the capacities and on the dates indicated.

Dated: May 19, 2014	By:	/s/ GARY BERTHOLD
		Gary Berthold
		Chief Executive Officer

Attached files

INOLIFE TECHNOLOGIES, INC. Reports

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