UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-Q

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

 

For the quarterly period ended: June 30, 2014

 

or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to _________

 

Commission File Number: 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 Number)

 

Post Office Box 2223 

Banner Elk, North Carolina 28604 

 (Address of principal executive offices)

 

(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 Exchange Act 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 ¨

 

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 ¨ No x

 

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

 

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨	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 ¨ No x

 

As of August 8, 2014 the shares outstanding of the registrant’s common stock is 470,319,652.

 

  

 

 

 TABLE OF CONTENTS

 

			Page
PART I. FINANCIAL INFORMATION
Table of Contents
Item 1.	Condensed Consolidated Financial Statements.			3
	Condensed Consolidated Balance Sheets for the periods ending June 30, 2014 (unaudited) and March 31, 2014.			3
	Condensed Consolidated Statements of Operations for the three month periods ending June 30, 2014 and 2013 (restated).			4
	Condensed Consolidated Statements of Cash Flows for the three month periods ending June 30, 2014 and 2013(restated).			5
	Notes to Condensed Consolidated Financial Statements (unaudited).			6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.			12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.			14
Item 4.	Controls and Procedures.			14
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.			15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			15
Item 3.	Defaults Upon Senior Securities.			15
Item 4.	Mine Safety Disclosure.			15
Item 5.	Other Information.			15
Item 6.				16
Signatures				17

 

2

 

PART I – FINANCIAL STATEMENTS

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

INOLIFE TECHNOLOGIES, INC.

Consolidated Balance Sheets

 

			June 30, 2014				March 31, 2014
ASSETS
Current Assets
	Cash and cash equivalents		$	103				3
	Prepaid Expenses			-				-
Total Current Assets			$	103				3
	TOTAL ASSETS		$	103				3
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accounts payable		$	870,174				787,873
	Accrued management fees, related party			946,924				684,788
	Accrued consulting fees			65,200				52,500
	Accrued employer taxes			101,734				280,149
	Accrued interest			199,830				190,365
	Convertible notes payable			550,829				550,829
	Derivative Liability			228,000				228,000
	Note payable, related party			78,959				78,959
Total Current Liabilities				3,041,650				2,853,463
	TOTAL LIABILITIES			3,041,650				2,853,463
Commitments and Contingencies
Stockholders' Deficit
Preferred stock: 100,000,000 authorized; $0.00001 par value
	132,774 and 213,322 issued and outstanding, respectively			52				2
Preferred Stock - Series C, par value $0.01 per share,
	572 and 572 issued and outstanding, respectively			6				6
Common stock: 5,000,000,000 authorized; $0.00001 par value
	220,080,492 and 40,040,492 issued and outstanding, respectively			2,235				1,000
Additional paid in capital				7,639,789				7,330,423
Accumulated deficit				(10,683,629	)			(10,184,892	)
Total Stockholders' Deficit				(3,041,547	)			(2,853,461	)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	103				3

 

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

 

3

 

INOLIFE TECHNOLOGIES, INC.

Consolidated Statements of Operations

 

			Three months ended
			June 30,
			2014				2013
							(Restated)
Revenues			$	-			$	-
Operating Expenses
	Professional fees			199,250				1,956,008
	Management expenses			283,800				146,000
	Selling, general and administrative expense			6,222				29,469
	Total operating expenses			489,272				2,131,477
Net loss from operations				(489,272	)			(2,131,477	)
Other income (expense)
	Interest expense			(9,465	)			(22,925	)
	Gain on debt forgiveness			-				-
	Other Income			0				-
	Change in fair value of derivative			-				137,344
				(9,465	)			114,419
	Loss before provision for taxes			(498,736	)			(2,017,057	)
	Provision for income taxes			-				-
Net loss			$	(498,736	)		$	(2,017,057	)
Basic and diluted loss per share			$	(0.00	)		$	(0.01	)
Weighted average number of shares outstanding				158,367,451				201,210,848

 

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

 

4

 

INOLIFE Technologies, Inc.

Consolidated Statements of Cash Flows

 

			3 months ended June 30, 2014				3 months ended June 30, 2013
							(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Loss		$	(498,736	)		$	(2,017,057	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Change in fair value of derivative			-				(137,344	)
	Common stock issued in exchange for services			310,548				1,840,202
	Changes in assets and liabilities:
	(Increase) Decrease in prepaid expense			-				40,313
	Increase (Decrease) in accounts payable			82,402				50,834
	Increase(Decrease) in accrued liabilities			(165,715	)			49,742
	Increase(Decrease) in Management fess			262,136				146,000
	Increase(Decrease) in note payable to related parties			-				16,096
	Increase(Decrease) in accrued interest			9,465				11,214
	Net Cash Used in Operating Activities		$	100			$	0
CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:
	Net Cash Used in Investing Activities			-				-
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
	Net Cash Provided by (Used for) Financing Activities			-				-
	NET INCREASE (DECREASE) IN CASH			100				0
	CASH AT BEGINNING OF PERIOD			3				-
	CASH AT END OF PERIOD		$	103			$	0
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash Paid for interest			-				-
	Cash Paid for taxes			-				-
	Common Stock issued for services			310,548				1,840,202
	Common Stock issued upon conversion			-				28,000

 

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

 

5

  

INOLIFE TECHNOLOGIES, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

JUNE 30, 2014 

(UNAUDITED)

 

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.

 

On July 7, 2011, the Company 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 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.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Unaudited Interim Consolidated Financial Statements:

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete consolidated financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) considered necessary for a fair presentation of the interim financial data have been included. Operating results for the three months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2015. Events occurring subsequent to June 30, 2014 have been evaluated for potential recognition or disclosure in the unaudited consolidated financial statements for the three months ended June 30, 2014.

 

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2014, which were filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2014.

 

The condensed consolidated balance sheet at March 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

 

6

 

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Management believes that all adjustments necessary for a fair statement of the results of the three months ended June 30, 2014 and 2013 have been made.

 

Significant Accounting Policies:

 

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 Measurements:

 

ASC Topic 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Corporation’s credit worthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

 

The carrying amount of cash 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.

 

Earnings Per Share:

 

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share include the effects of any outstanding options, warrants and other potentially dilutive securities. Basic and diluted earnings per share (“EPS”) are based on weighted-average common shares and exclude shares that would have an anti-dilutive effect. The Company did not consider any potential common shares in the computation of diluted EPS as of June 30, 2014 and 2013, due to the loss from operations, as they would have an anti-dilutive effect on EPS.

 

Share Based Payments:

 

The Company accounts for share based payments using a fair value based method whereby compensation cost is measured at the grant date based on the value of the services received and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued. In calculating this fair value, there are certain assumptions used such as the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense.

 

7

 

Segment Reporting

 

The Company has determined it has only one operating segment as of the periods presented.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The Company has had significant operating losses and a valuation allowance is recorded for the entire amount of the deferred tax assets, resulting in no deferred tax assets or liabilities recognized as of June 30, 2014 and 2013.

 

The Company accounts for uncertain tax positions according to the provisions of ASC 740. ASC 740 contains a two-step approach for recognizing and measuring uncertain tax positions. Tax positions are evaluated for recognition by determining if the weight of available evidence indicates that it is probable that the position will be sustained on audit, including resolution of related appeals or litigation. Tax benefits are then measured as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

 

The Company’s open tax periods are 2009 through 2013.

 

Recently Issued Accounting Pronouncements:

 

On June 10, 2014 the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities. The Company has elected to early adopt this guidance, and therefore is no longer presenting the financial statements in accordance with ASU 915, with inception to date disclosures.

 

The Company is evaluating how to apply ASU 605, Revenues from Contracts with Customers, before its effective date, however, as the Company does not yet have revenue to recognize, it will not have an impact on current results of operations, financial position or cash flow.

 

NOTE 3 – CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable consist of the following at June 30, 2014 and March 31, 2014:

 

		Due Date			Interest				June 30, 2014				March 31, 2014
E-Lionheart		2/3/2012				8	%			203,960				203,960
Longside Ventures		various				various				269,269				269,269
Orchid		5/12/2012				0	%			37,600				37,600
Just Marketing		Demand				10	%			40,000				40,000
										550,829				550,829

 

8

 

The Company has evaluated their convertible notes for embedded derivative features and has determined that in several of the notes a derivative liability is necessary to recognize. These notes contain a conversion feature which includes a “reset” provision, whereby the conversion rate would be reset should there be future equity sales at a price less than the conversion rate in effect at the time. Therefore, the conversion feature is required to be bifurcated and accounted for under derivative accounting, and remeasured each period end, with any changes in the fair value of the derivative to be recognized in income. All the notes which contained the reset provision were entered into during the year ended March 31, 2012. The original fair value of the derivative liability at inception totaled $456,719. During the three months ended June 30, 2014 there was no change in fair value of the derivative liability. During the three months ended June 30, 2013 there was a reduction in the derivative liability of $137,344 due to the reduction of the related notes principal balances, which was recognized as a separate line item on the accompanying Statement of Operations. The fair value of the derivative liability as of both June 30, 2014 and March 31, 2014, has been determined to be $228,000. Derivative liabilities were valued using a probability based weighted-average Black-Scholes-Merton valuation with the following assumptions:

 

		June 30, 2014					March 31, 2014
Risk-free interest rate			0.03	%				0.03	%
Expected volatility			100	%				100	%
Expected life (in years)			0					0
Expected dividend yield			0.00	%				0.00	%

 

At June 30, 2014 and March 31, 2014 the accrued interest on all notes is approximately $51,000 and $41,500, respectively.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On June 2, 2014, the Company issued 5,000,000 shares of its Series B Preferred Stock (“PS”) to the CEO, who is also one of the founders and majority shareholders of the Company. The PS is convertible into common stock six months after issuance, at a mathematical calculation, which as of issuance represented a 1 PS to 250,000 common stock conversion ratio. The PS has been recognized as a distribution of capital, which resulted in no impact on additional paid in capital.

 

NOTE 5 – COMMON AND PREFERRED STOCK

 

Please see Note 4 for a discussion of Preferred Stock issued to related parties.

 

On June 2, 2014 the Company issued 205,000,000 shares of its common stock and 200,000 of its Series B Preferred Stock (“PS”) for services to various directors and officers of the Company, and attorneys. The fair value of the common stock was $307,500, which was determined using the market price of the Company’s common stock on the date of issuance. The PS is convertible into common stock six months after issuance, at a mathematical calculation, which as of issuance represented a 1 PS to 250,000 common stock conversion ratio. Each share of PS shall have ten votes for any vote placed before the shareholders of the Corporation. As the PS is convertible into such a large block of common stock, the Company determined the fair value of the underlying shares issuable upon conversion was not an appropriate valuation method, and did not result in a reasonable compensation expense. The Company determined instead that the relationship of the PS to the common stock demonstrated by the ten to one voting power was a more sound basis for the calculation of the fair value of the PS based on the fair value of the common shares. This resulted in recognition of the PS with a fair value of $3,050.

 

The PS was analyzed for any derivative accounting issues which might require bifurcation from the host instrument, and the conversion feature was identified as the only embedded derivative. As the PS is clearly and closely related to the conversion feature, in that both have economic characteristics and risks that are considered those of an equity instrument, the conversion feature does not qualify for bifurcation.

 

9

 

NOTE 6 – FINANCIAL CONDITION AND GOING CONCERN

 

The Company has minimal operations and has negative working capital at June 30, 2014. 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 7 – RESTATEMENT

 

As filed previously, the Company restated the year ended March 31, 2013 and the interim period of September 30, 2013. Several of the issues requiring restatement impact the period ending June 30, 2013. As the accompanying consolidated financial statements were prepared for review, it was noted that there were several clerical errors, and the financial statements as originally filed did not agree to the Company’s accounting records. Therefore, a portion of the restatement cannot be identified as due to certain transactions which were incorrectly recognized in the original financial statements. A majority of the difference between the financial statements as originally filed and included herein can be attributed to previous period’s restatements, as disclosed in the Form 10K for the years ended March 31, 2014 and 2013, and their impact going forward. These restatement entries have been identified below, with the remaining differences attributed to clerical error.

 

The Company identified errors impacting the accompanying financial statements as follows:

 

Through March 31, 2013:

 

·

In connection with several of the Convertible Notes payable entered into during the year ended March 31, 2012, the embedded derivative was not appropriately evaluated and certain “reset” provisions was not properly bifurcated and accounted for under derivative accounting. The derivative liability connected to these Convertible Notes Payable amounted to $456,719 at inception, with a change to the derivative fair value of $77,788 for the year ended March 31, 2012 and $13,444 for the year ended March 31, 2013.

 

Through June 30, 2013: 

 

	·	Certain shares issued to consultants and directors were incorrectly valued at par, and have been restated to recognize the fair value of the shares issued.
	·	The derivative liability (which had not been recognized on the original financial statements) was remeasured as of the end of the period, with the change in fair value recognized in earnings.
	·	During the three months ended June 30, 2013 the Company extinguished several Convertible Debentures and accounts payable, in the amount of approximately $183,000 including accrued interest, without formal agreements for the forgiveness of debt. These amounts were reinstated, with interest for the three months ending June 30, 2013 being properly accrued.

 

10

 

INOLIFE TECHNOLOGIES, INC. 

Consolidated Statements of Operations

 

											Change in fair
								To reverse			value of
			June 30,					extinguishment			derivative					Consulting				Clerical			June 30,
			2013					of debt			liability					agreements				errors			2013
			As originally  filed																				As Restated
Revenues			$	-																				-
Operating Expenses
	Professional fees			1,426,677												675,331				(146,000	)			1,956,008
	Managment expenses																			146,000				146,000
	Selling, general and administrative expense			29,469																				29,468
	Total operating expenses			1,456,146																				2,131,476
Net loss from operations				(1,456,146	)																			(2,131,476	)
Other income (expense)
	Interest expense			(3,048	)			(19,877	)															(22,925	)
	Gain on debt forgiveness			183,391				(183,391	)															-
	Miscellaneous expense			0																				-
	Change in fair value of derivative			0								137,344												137,344
				180,343																				114,419
	Loss before provision for taxes			(1,275,803	)																			(2,017,057	)
	Provision for income taxes			-																				-
Net loss			$	(1,275,803	)																			(2,017,057	)
Basic and diluted loss per share			$	(0.01	)																			(0.01	)
Weighted average number of shares outstanding				201,210,848																				201,210,848

  

NOTE 8 – SUBSEQUENT EVENTS

 

Management has evaluated all activity of the Company through August 18, 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.

 

11

 

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.

 

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 June 30, 2014.

 

The largest expense during the three months ended June 30, 2014 and 2013 was for professional fees. The expense related to professional fees was approximately $483,000 and $2,102,000 for the three months ended June 30, 2014 and 2013, respectively. Included in the professional fees for the three months ended June 30, 2014, the officers and directors of the Company received approximately $283,750 in issuances of Preferred and Common shares, with an additional $104,250 issued to attorneys. Another $82,500 was accrued for accounting and consulting fees related to the annual financial statements included in the Form 10K filed and other SEC filings.

 

The additional professional fees expense for the period ending June 30, 2013 as compared to June 30, 2013, was for shares issued to consultants as signing bonuses for agreeing to serve in executive and director positions with the Company going forward, as well as increased legal fees. The common stock was valued at the markets closing price on the day of issuance, which was $0.22 per share on June 4, 2013 as compared to $0.0015 on June 2, 2014.

 

We realized a net loss of approximately $499,000 for the three months ended June 30, 2014, compared to net loss of approximately $2,017,000 for the three months ended June 30, 2013.

 

Liquidity and Capital Resources

 

At June 30, 2014 we have a cash position of approximately $100. 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 June 30, 2014, we had used all of our funds for our operations.

 

The Company has issued various convertible debentures to accredited investors with interest rates ranging from 8% to 20%. The investors can convert the principal and accrued but unpaid interest of the debentures into shares of the Company's common stock. As of June 30, 2014, there were approximately $551,000 of convertible notes payables.

 

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.

 

12

 

Impact of Accounting Pronouncements

 

On June 10, 2014 the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities. The Company has elected to early adopt this guidance, and therefore is no longer presenting the financial statements in accordance with ASU 915, with inception to date disclosures.

 

The Company is evaluating how to apply ASU 605, Revenues from Contracts with Customers, before its effective date, however, as the Company does not yet have revenue to recognize, it will not have an impact on current results of operations, financial position or cash flow.

 

Plan of Operation

 

lnoLife 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 lnoLife'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.

 

lnoLife 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. lnoLife is already in the process of bringing on board the right management talent to make this all happen.

 

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.

 

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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 delays 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 June 30, 2014, our directors and executive officers as a whole, beneficially own approximately 197,000,000 shares of our common stock, and all of our 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

 

Not applicable for small business issuers

 

Item 4. Controls and Procedures.

 

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 June 30, 2014, 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 June 30, 2014, 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.

 

Changes in Internal Controls.

 

There have been no changes in the Company's internal control over financial reporting during the period ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Inolife Technologies, Inc. v. Sharon P. Berthold, 14 CVS 3156-Forsyth County, North Carolina:

 

This is an action against a former officer of the Company. Counsel for Inolife believes that the litigation has no material detrimental effect to the Company’s financial situation.

 

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.

 

To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

 

Item lA. Risk Factors.

 

Not required for smaller reporting companies.

 

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

 

During the quarter ended June 30, 2014 the Company issued 205,000,000 shares of its common stock for services to various directors and officers.

 

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.

 

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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.

  

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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: August 18, 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: August 18, 2014	By:	/s/ Gary Berthold
		Gary Berthold
		Chief Executive Officer

 

 

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