Inolife (BTGN) 10-Q 2011 Q2 Quarterly report

U. S. 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 September 30, 2010.

OR

oTRANSITION 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	30-0592474
(State or Other Jurisdiction of  incorporation or organization)	(I.R.S. Employer Identification No.)

8601 SIX FORKS ROAD SUITE 400, RALEIGH, NC 27615

 (Address of principal executive offices)

Issuer's Telephone Number, including Area Code: (919) 676-5334

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes o No x

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date: November 9, 2010 Common Voting Stock: 160,567,260shares.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.		3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		11
Item 4.	Controls and Procedures.		11
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.		12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		12
Item 3.	Defaults Upon Senior Securities.		12
Item 4.	Submission of Matters to a Vote of Security Holders.		12
Item 5.	Other Information.		12
Item 6.	Exhibits.		12

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)

CONSOLIDATED BALANCE SHEETS

(A DEVELOPMENT STAGE COMPANY)

	September 30, 2010			March 31, 2010
	(unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	90,218		$	42,512
TOTAL ASSETS	$	90,218		$	42,512
LIABILITIES & STOCKERHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	74,804		$	71,358
Loans Payable-Management		35,147			39,993
Convertible Notes Payable		328,100			204,750
Accrued Interest – Shareholder		19,099			4,370
Payroll Tax Liabilities		14,211			14,211
Total Current Liabilities		471,361			334,682
Total Liabilities		471,361			334,682
Stockholders' Deficit
Common Stock:  $.01 Par, 250,000,000 Authorized;
155,957,962 and 105,115,744 Shares
Issued and Outstanding as of
September 30, 2010 and March 31, 2010, respectively		1,559,579			1,051,157
Shares held in Escrow		(250,000	)		(250,000	)
Additional Paid In Capital		-			-
Accumulated Deficit		(1,690,722	)		(1,093,327	)
Total Stockholders' Deficit		(381,143	)		(292,170	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	90,218		$	42,512

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

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INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(A DEVELOPMENT STAGE COMPANY)

THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 AND FROM DATE OF INCEPTION

	Three months Ended September 30,						Six months Ended September 30,
	2010			2009			2010			2009			From Inception (6/17/09) to September 30, 2010
REVENUES	$	-		$	-		$	-		$	-		$	-
EXPENSES
Advertising		14,008			-			14,008			3,152			26,776
Consulting Services		283			2,000			18,276			8,950			275,876
Interest		14,729			-			14,729			-			19,099
Office Expense		5,647			-			12,842			2,904			14,767
Professional Services		31,199			12,500			36,949			20,304			68,167
Rent		3,425			-			6,937			-			16,528
Travel Expense		3,769			-			6,882			1,747			9,113
Total Expense		73,060			14,500			110,623			37,057			430,326
Loss from Operations		(73,060	)		(14,500	)		(110,623	)		(37,057	)		(430,326
Other Income / (Expense)
Gain on Debt forgiveness		-			-			-			-			10,501
Recapitalization Expenses		-			-			-			-			(759,590	)
NET LOSS	$	(73,060	)	$	(14,500	)	$	(110, 623	)	$	(37,057	)	$	(1,179,415	)
EARNINGS PER SHARE:
Basic	$	(0.0006	)	$	(0.0003	)	$	(0.0009	)	$	(0.0007	)
Fully Diluted	$	(0.0006	)	$	(0.0003	)	$	(0.0009	)	$	(0.0007	)
WEIGHTED ADVERAGE COMMON
SHARES OUTSTANDING:
Basic		132,860,423			49,419,448			120,903,494			49,419,448
Fully Diluted		132,860,423			49,419,448			120,903,494			49,419,448

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

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INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

(A DEVELOPMENT STAGE COMPANY)

FOR THE PERIOD FROM DATE OF INCEPTION (JUNE 17, 2009) THROUGH SEPTEMBER 30, 2010

	Shares		Common Stock		Shares Held in Escrow			Additional Paid In Capital				Accumulated Deficit			Total
Inception (June 17, 2009) – Balance		14,405,908	$	144,059	$	-				$	-	$	-		$	144,059
Common Stock Issued for Services		24,000,000		240,000		-					-		-			240,000
Common Stock Issued for Satisfaction
of Convertible Notes Payable		41,709,836		417,098		-					-		(24,535	)		392,563
Shares Issued as Collateral		25,000,000		250,000		(250,000			)		-		-			-
Net Loss		-		-		-					-		(1,068,792	)		(1,068,792	)
March 31, 2010 – Balance		105,115,744	$	1,051,157	$	(250,000	)			$	-		(1,093,327	)	$	(292,170	)
Common Stock Issued for Satisfaction
of Convertible Notes Payable		50,842,218		508,422		-					-		(486,772	)		21,650
Net Loss		-		-		-					-		(110,623	)		(110,623	)
September 30, 2010 - Balance		155,957,962	$	1,559,579	$	(250,000	)			$	-	$	(1,690,722	)	$	(381,143	)

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

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INOLIFE TECHNOLOGIES, INC. (FORMERLY NEXXNOW, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

( A DEVELOPMENT STAGE COMPANY)

SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 AND FROM DATE OF INCEPTION

	September 30, 2010			September 30, 2009			From Inception (6/17/09)  to September 30, 2010
CHANGES IN ASSETS AND LIABILITIES
Net Loss	$	(110,623	)	$	(37,057	)	$	(1,179,415	)
NON-CASH ADJUSTMENTS
Common Stock issued in exchange for services		-			-			240,000
Gain on Debt Forgiveness		-			-			(10,501	)
Loss on Recapitalization		-			-			759,590
Cash Flows from Operating Activities
Accounts Payable		3,446			(20,239	)		(16,795	)
Accrued Interest		14,729			-			17,849
Net cash provided by Operating Activities		(92,448	)		(57,296	)		(189,272	)
Cash Flows from Financing Activities
Proceeds of Convertible Notes		145,000			-			244,343
Net (Repayments) Proceeds of Loans from Management		(4,846	)		42,200			35,147
Net cash provided by Financing Activities		140,154			42,200			279,490
NET CHANGE IN CASH AND CASH EQUIVALENTS		47,706			(15,096	)		90,218
CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD		42,512			15,119			-
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	90,218		$	23		$	90,218
Income Taxes and Interest Paid	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Common Stock issued in Satisfaction of Notes Payable	$	21,650		$	-		$	31,150

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

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INOLIFE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - THE COMPANY

HISTORY

InoLife Technologies, Inc. was incorporated under the laws of the State of New York on November 12, 1998 as Safe Harbour Health Care Properties, Ltd.  In July 2004, the Company changed its name to Centale, Inc.  The Company was engaged in the business of leasing real estate to health care facilities.  During 1999, the Company ceased its operations and commenced actions to voluntarily seek protection from creditors under the bankruptcy code.  During 2003, the Company distributed its assets to the creditors in satisfaction of its outstanding liabilities.  The bankruptcy was subsequently dismissed.  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 stag e as an internet based marketing company. The development stage ended during the fiscal year ended March 31, 2006.  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. (Formerly NexxNow) common stock from Kenneth Keller, 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 Mr. Berthold to serve as sole director and sole officer.  Mr. Berthold then re-appointed Sterling Shepperd to serve as Chief Financial Officer.

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 B - BASIS OF PRESENTATION

The condensed consolidated financial statements of Inolife Technologies, Inc. (the "Company") included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto, included in the Company’s Form 10K Annu al Report, and other filings with the SEC.

The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period of or for the fiscal year taken as a whole.  Factors that affect the comparability of financial data from year to year and for comparable interim periods include non-recurring expenses associated with the Company’s registrations with the SEC and the seasonal fluctuations of the business. Certain financial information that is not required for interim financial reporting purposes has been omitt ed.

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INOLIFE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE C - RECLASSIFICATION

Certain reclassifications have been made to the financial statement presentation in the prior period to correspond to the current year's format.

NOTE D - RECENT ACCOUNTING UPDATES

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

NOTE E -GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The Company has losses for the six months ended September 30, 2010 of $110,623.  As of September 30, 2010 and from the date of inception June 17, 2009 the Company recorded an accumulated deficit of approximating $1,179,415. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, Management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.

NOTE F – CONVERTIBLE NOTES PAYABLE

The Company has as of September 30, 2010 $328,100 of Convertible Debentures to accredited investors. The Investors can convert the principal and accrued but unpaid interest of the debentures into shares of the Company’s common stock. The Conversion Price per share is 75% of the lowest closing price for the Company’s stock during the 20 trading days prior to notice of conversion from the Investor.

During the six months ended September 30, 2010, the Company issued an aggregate of 50,842,218shares of its common stock to Issuers pursuant to the conversion of the Convertible Debentures.  As a result of the conversions the Company reduced its outstanding convertible notes payable balance by approximately $21,650.

NOTE G - COMMON & PREFERRED STOCK

During the six months ended September 30, 2010, the Company did not issue any additional shares of its Preferred Stock.  The Company issued 50,842,218 shares of common stock for satisfaction of convertible notes payable during the six months ended September 30, 2010.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of InoLife Technologies, Inc. (Formerly NexxNow, Inc.)  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking s tatements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements .

Results of Operations

Due to our continued lack of funds, our operations are very limited.  As a result, we realized no revenue during the six months ended September 30, 2010.

Since we have no employees, the largest expenses during the three and six months ended September 30, 2010 were for Professional and Consulting Services.  The combined expenses related to Professional and Consulting Services was $31,482 and $55,225 for the three and six month periods ended September 30, 2010, respectively, and which totaled $344,043 during the period from inception (06/17/2009) to September 30, 2010.

We realized net losses of $73,060 and $110,623 for the three and six month periods ended September 30, 2010.  During the period from inception to September 30, 2010, we realized an Accumulated Deficit of $1,179,415, primarily due to a total of $759,590 of Losses Due to Recapitalization Expenses during the period from inception to September 30, 2010.

Liquidity and Capital Resources

Since we initiated our business operations in 2009, our operations have been funded primarily by the private sale of equity and debt to investors.  However, during the six months ended September 30, 2010, there was $145,000 received through financing and loans from shareholders.  As a result, through September 30, 2010, we had used virtually 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.

9

Off-Balance Sheet Arrangements

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

Impact of Accounting Pronouncements

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

The plan of operation of InoLife Technologies, Inc. (the “Company”) for the next twelve months is centered around two main goals. First, based upon the Company’s recent acquisition of InoVet, Ltd.(“InoVet”), the Company intends to focus upon developing and implementing business opportunities based upon the body of research already accomplished by InoVet in the area of developing and introducing new treatments and support services that help prevent and treat cancer in companion animals. As such, a prime goal of the Company is to be active in the further development of Bone Marrow Transplantation and other cancer treatment procedures to benefit companion animals (dogs and cats) that are diagnosed with lymphoma, other types of cancers, and other diseases that are currently incurable. As part of its plan, th e Company will seek to identify and establish formal working relationships and partnerships with some of the top Veterinary Oncologists and Veterinary Cancer Researchers in the United States.  Second, the Company currently intends to identify, develop and market multi-faceted, human diagnostic product lines marketed towards both potential professional medical and retail customers.  Based upon the Company’s recent execution of a Strategic Alliance Agreement with InoHealth, Inc., the Company currently anticipates that at least some of these product lines will revolve around genetic DNA testing. 

The Company currently has limited financial resources available. The Company's continued existence is strongly dependent upon its ability to raise capital and to successfully develop, market and sell its products.  The Company plans to raise working capital through equity and/or debt offerings and future profitable operations.  However, the Company does not presently have any assurances that such additional capital is, or will be available.  There is a limited financial history of operations from which to evaluate our future prospects, including our ability to develop a wide base of customers for our products and services. We may encounter unanticipated problems, expenses and delays in marketing our products and services and securing additional customers. If we are not successful in developing a broad en ough market for our products and services, our ability to generate sufficient revenue to sustain our operations would be adversely affected.

10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Gary Berthold, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of InoLife Technologies, Inc.’s (Formerly NexxNow) disclosure controls and procedures as of September 30, 2010.  Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure controls and procedures” means controls and other procedures that are designed to insure that information required to be disclosed by InoLife Technologies, Inc. (Formerly NexxNow) in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission’s rules.  “Disclosure controls and procedures” in clude, without limitation, controls and procedures designed to insure that information InoLife Technologies, Inc. (Formerly NexxNow) is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.  In the course of that review, Mr. Berthold identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.

The material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  In light of this situation, management has considered adding personnel to the company’s bookkeeping and accounting operations.  However, as there has been no instance during fiscal 2009 or fiscal 2010 in which the company failed to identify or resolve a disclosure matter or fa iled to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our limited resources at this time.

Based on his evaluation, Mr. Berthold concluded that InoLife Technologies, Inc.’s (Formerly NexxNow) system of disclosure controls and procedures was not effective as of September 30, 2010 for the purposes described in this paragraph.

Changes in Internal Controls.  There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during InoLife Technologies, Inc.’s (Formerly NexxNow) first two fiscal quarters that has materially affected or is reasonably likely to materially affect InoLife Technologies, Inc.’s (Formerly NexxNow) internal control over financial reporting.

This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.

11

PART II   -   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None                                                                                                

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On September 3, 2010 and September 17, 2010 the Company sold $20,000  and $52,000, respectively, of its 12% Convertible Debentures to an accredited investor. The Investor can convert the principal and accrued but unpaid interest of the debenture into shares of the Company’s common stock. The Conversion Price per share is 75% of the lowest closing price for the Company’s stock during the 20 trading days prior to notice of conversion from the Investor.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None                                                                

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.  OTHER INFORMATION.

On May 10, 2010 the Company was awarded the return of 7,000,000 shares from New York Consulting Group following arbitration. New York Consulting Group has not yet tendered the shares to the Company and has notified the Company of its intent to appeal the arbitration award.

ITEM 6. EXHIBITS

31.1 Rule 13a-14(a) Certification – CEO

31.2 Rule 13a-14(a) Certification – CFO

32 Rule 13a-14(b) Certification

12

SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the undersigned thereunto duly authorized.

	INOLIFE TECHNOLOGIES, INC.
Date: November 15, 2010	By:	/s/ Gary Berthold
		Gary Berthold, Chief Executive Officer

13