U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
For the transition period from _____ to______.
Commission File No. 0-50863
INOLIFE TECHNOLOGIES, INC.
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)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INOLIFE TECHNOLOGIES, INC.
The accompanying notes are an integral part of these consolidated financial statements.
INOLIFE TECHNOLOGIES, INC.
The accompanying notes are an integral part of these consolidated financial statements.
INOLIFE TECHNOLOGIES, INC.
The accompanying notes are an integral part of these consolidated financial statements.
INOLIFE TECHNOLOGIES, INC.
FOR THE NINE MONTHS ENDED DECEMBER 31, 2010, THE PERIOD FROM THE DATE OF INCEPTION (June 17, 2009) TO DECEMBER 31, 2009 and 2010 (UNAUDITED)
The accompanying notes are an integral part of these consolidated financial statements.
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 sharehold ers purchased a controlling interest. In February 2004, the Company began its development stage 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. 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 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 A nnual 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 om itted.
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.
INOLIFE TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 nine months ended December 31, 2010 of $306,403. As of December 31, 2010 and from the date of inception June 17, 2009 the Company recorded an accumulated deficit of approximating $2,085,221. 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 issued various convertible debentures to accredited investors with interest rates ranging from 12% to 20%. The Investors can convert the principal and accrued but unpaid interest of the debentures into shares of the Company’s common stock. The Conversion Price per share is 75% of the lowest closing price for the Company’s stock during the 20 trading days prior to notice of conversion from the Investor. As of December 31, 2010, there were $403,750 of convertible notes payables with $158,750 maturing within one year and the remaining portion of $245,000 maturing in two years. As of March 31, 2010, there were $204,750 of convertible notes payables that matures on November 2011.
During the nine months ended December 31, 2010, the Company issued an aggregate of 78,911,092 shares 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 $51,950.
NOTE G - COMMON & PREFERRED STOCK
During the nine months ended December 31, 2010, the Company did not issue any shares of its Preferred Stock. The Company issued 78,911,092 shares of common stock for satisfaction of convertible notes payable and 10,240,000 shares of common stock for services rendered and to be rendered in future periods during the nine months ended December 31, 2010. The amount of services to be rendered in future periods amounted to $49,700 and is recorded in prepaid expenses on the balance sheet.
NOTE H – SUBSEQUENT EVENT
On February 4, 2010, the Company filed a Preliminary 14C with the Securities and Exchange Commission advising of shareholder action to approve an increase of the authorized capital of the Company to a total of 910,000,000 consisting of 900,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.01 per share. We expect the action to be completed on or about March 1, 2011.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
Forward-Looking Statements: No Assurances Intended In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of InoLife Technologies, Inc. Whether those beliefs become reality will depend on many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Results of Operations
Due to our continued lack of funds, our operations are very limited. As a result, we realized no revenue during the nine months ended December 31, 2010.
Since we have no employees, the largest expenses during the three and nine months ended December 31, 2010 were for professional services. The expense related to professional services was $148,911 and $204,136 for the three and nine month periods ended December 31, 2010, respectively, and which totaled $492,954 during the period from inception (6/17/2009) to December 31, 2010.
We realized net losses of $195,780 and $306,403 for the three and nine month periods ended December 31, 2010, respectively. During the period from inception to December 31, 2010, we realized a retained deficit of $2,085,221, primarily due to operating losses of $626,106, a loss of $759,590 due to recapitalization expenses during the period from inception to December 31, 2010 and issuance of shares below par value which has totaled $710,026 since the inception of the Company (6/17/2009).
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 nine months ended December 31, 2010, there was $245,000 received through financing and loans from shareholders. As a result, through December 31, 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.
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 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, the Co mpany 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 enough market for our products and services, our ability to generate sufficient revenue to sustain our operations would be adversely affected.
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 disclosure controls and procedures as of December 31, 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. 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” include, without limitation, controls and procedures designed to insure that information InoLife Technologies, Inc. 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 failed 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 system of disclosure controls and procedures was not effective as of December 31, 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 first three fiscal quarters that has materially affected or is reasonably likely to materially affect InoLife Technologies, Inc.’s 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.
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 February 4, 2010, the Company filed a Preliminary 14C with the Securities and Exchange Commission advising of shareholder action to approve an increase of the authorized capital of the Company to a total of 910,000,000 consisting of 900,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.01 per share. We expect the action to be completed on or about March 1, 2011.
ITEM 6. EXHIBITS
| 10.1 | Convertible Note dated September 3, 2010 |
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| 10.2 | Convertible Note dated September 17, 2010 |
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| 31.1 | Rule 13a-14(a) Certification – CEO and CFO |
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| 32 | Rule 13a-14(b) Certification |
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: February 14, 2011 | By: | /s/ Gary Berthold | |
| | | Gary Berthold, Chief Executive Officer | |
