RESTATEMENT | 6 Months Ended |
Sep. 30, 2013 |
Notes to Financial Statements | ' |
NOTE 7. RESTATEMENT | ' |
As noted previously, the Company filed the interim consolidated financial statements without review by an independent public accountant. Additionally the Company did not have a permanent CFO or accounting personnel. As the accompanying consolidated financial statements were prepared for review in this amended filing, 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. |
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The Company identified errors are as follows: |
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Through March 31, 2013 |
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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. |
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In connection with several of the Convertible Notes payable entered into during the year ended March 31, 2012, the conversion feature was not appropriately evaluated to recognize a beneficial conversion feature upon issuance. The beneficial conversion features amounted to $234,000 at inception, with $$148,500 of the resulting debt discount being amortized during the year ended March 31, 2012 and $85,500 amortized during March 31, 2013. |
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On April 18, 2012, the Company issued 30,000,000 common shares in satisfaction of $465,000 of accrued compensation to Gary and Sharon Berthold. The amount was incorrectly recognized as $226,500 in APIC. Additionally, in connection with a swap of Preferred Stock, $71,700 was incorrectly recognized in APIC. |
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During the year ended March 31, 2013, certain shares issued in connection with a consulting agreement were incorrectly valued at $1,000 based on the par value of the shares. The corrected fair value of the shares issued for services was $90,000, based on the market price of the shares. Additionally, one consulting agreement was omitted in error. |
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In connection with the acquisition of Stemtide, 572 Series C Preferred Shares were issued as securitization for the future payment of the accounts payable of Stemtide assumed in the acquisition. These shares were incorrectly accounted for as if issued in satisfaction of the accounts payable |
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During the year ended March 31, 2013 the Company extinguished several Convertible Debentures, in the amount of $550,845 including accrued interest, without formal agreements for the forgiveness of debt. |
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Through September 3, 2013 |
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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. |
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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. |
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During the six months ended September 30, 2013 the Company extinguished several Convertible Debentures and accounts payable, in the amount of approximately $333,000 including accrued interest, without formal agreements for the forgiveness of debt. These amounts were reinstated, with interest for the six months ending September 30, 2013 being properly accrued. |
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INOLIFE TECHNOLOGIES, INC. |
Balance Sheets |
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| | 30-Sep-13 | | Derivative Liability at Inception | | Deriviative Liability - Change in Fair Value - March 31, 2013 | | Amortization of Discount related to derivative - March 31, 2013 | | BCF at Inception | | BCF Amortization during 2012 | | BCF Amortization during 2013 | | Shares issued to Officers for compensation | | Consulting agreements March 31, 2013 | | PS Series B 2012 | | Extinguishment of Debt March 31, 2013 | | Miscellaneous adjustments as of March 31, 2013 | | Deriviative Liability - Change in Fair Value - June 30, 2013 | | Extinguishment of Debt September 30, 2013 | | Interest on Notes Payable reinstated | | Consulting agreements | | Clerical errors | | 30-Sep-13 | | | | | | | | | | | | | | | | | | | |
As originally reported | As Restated | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 5,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,000 | |
Prepaid Expenses | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - | |
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Total Current Assets | | | 5,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,000 | |
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TOTAL ASSETS | | $ | 5,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,000 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | 572,000 | | | | | | 61,465 | | | | | | 59,944 | | | | | | | | | 94,266 | | $ | 787,675 | |
Accrued management fees, related party | | | 593,857 | | | | | | | | | | | | | | | | | | | | | (48,648 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | 118,876 | | | 664,085 | |
Accrued consulting fees | | | - | | | | | | | | | | | | | | | | | | | | | | | | 62,500 | | | | | | | | | | | | | | | | | | | | | (40,000 | ) | | 5,200 | | | 27,700 | |
Accrued employer taxes | | | 214,389 | | | | | | | | | | | | | | | | | | | | | 70,230 | | | | | | | | | | | | | | | | | | | | | | | | | | | (189,106 | ) | | 95,513 | |
Accrued interest | | | 756 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 136,786 | | | | | | | | | | | | 31,105 | | | | | | | | | 168,647 | |
Convertible notes payable | | | - | | | (159,292 | ) | | | | | 148,881 | | | (234,000 | ) | | 148,500 | | | 85,500 | | | | | | | | | | | | 456,530 | | | | | | | | | 145,216 | | | | | | | | | | | | 591,335 | |
Derivative Liability | | | - | | | 456,719 | | | (91,375 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (137,344 | ) | | | | | | | | | | | | | | 228,000 | |
Note payable, related party | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 78,958 | | | | | | | | | | | | 78,959 | |
Total Current Liabilities | | | 809,002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,641,913 | |
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TOTAL LIABILITIES | | | 809,002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,641,913 | |
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COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Stockholders' Deficit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock: | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred Stock - Series B | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | |
Preferred Stock - Series C | | | 6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6 | |
Common stock: | | | 2,883 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,772 | ) | | 1,485 | |
Shares held in escrow | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - | |
Additional paid in capital | | | 6,614,298 | | | 180,186 | | | | | | | | | 234,000 | | | | | | | | | (71,700 | ) | | 89,000 | | | (572,000 | ) | | | | | | | | | | | 49,000 | | | | | | 749,350 | | | (26,150 | ) | | 7,244,610 | |
Accumulated deficit | | | (7,421,191 | ) | | (477,613 | ) | | 91,375 | | | (148,881 | ) | | | | | (148,500 | ) | | (85,500 | ) | | 50,118 | | | (151,500 | ) | | | | | (593,316 | ) | | (61,465 | ) | | 137,344 | | | (333,118 | ) | | (31,105 | ) | | (709,350 | ) | | (315 | ) | | (9,883,016 | ) |
Total Stockholders' Deficit | | | (804,002 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,636,913 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 5,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,000 | |
Total Stockholders' Deficit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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INOLIFE TECHNOLOGIES, INC. |
Consolidated Statements of Operations |
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| | | September 30, | | | Deriviative Liability - Change | | | Amortization of Discount related | | | Consulting | | | Miscellaneous | | | September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2012 | | | in Fair Value | | | to derivative | | | agreements | | | adjustments | | | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | As originally reported | | | | | | | | | | | | | | | | | | | | As | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | - | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Professional fees | | | 9,602,526 | | | | | | | | | | | | 37,500 | | | | (9,466,924 | ) | | | 173,102 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Managment expenses | | | | | | | | | | | | | | | | | | | 9,446,835 | | | | 9,446,835 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Selling, general and administrative expense | | | 45,240 | | | | | | | | | | | | | | | | (3,644 | ) | | | 41,595 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total operating expenses | | | 9,647,766 | | | | | | | | | | | | | | | | | | | | 9,661,532 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Net loss from operations | | | (9,647,766 | ) | | | | | | | | | | | | | | | | | | | (9,661,532 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest expense | | | (27,833 | ) | | | | | | | (36,698 | ) | | | | | | | (40,617 | ) | | | (105,148 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gain on debt forgiveness | | | - | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Miscellaneous expense | | | - | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in fair value of derivative | | | - | | | | 27,479 | | | | | | | | | | | | | | | | 27,479 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | (27,833 | ) | | | | | | | | | | | | | | | | | | | (77,669 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss before provision for taxes | | | (9,675,599 | ) | | | | | | | | | | | | | | | | | | | (9,739,201 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Provision for income taxes | | | - | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Net loss | | $ | (9,675,599 | ) | | | | | | | | | | | | | | | | | | | (9,739,201 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Basic and diluted loss per share | | $ | (21,266 | ) | | | | | | | | | | | | | | | | | | | (21,406 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Weighted average number of shares outstanding | | | 455 | | | | | | | | | | | | | | | | | | | | 455 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |