UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2011
INNOLOG HOLDINGS CORPORATION
(Exact name of Registrant as specified in charter)
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Nevada (State or other jurisdiction of incorporation) | | 005-85825 (Commission File Number) | | 68-0482472 (IRS Employer Identification Number) |
4000 Legato Road, Suite 830
Fairfax, Virginia 22033
(Address of principal executive offices)
Registrant’s telephone number, including area code: (703) 766-1412
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) |
| ITEM 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Review |
On May 10, 2011 our Principal Executive Officer, Principal Financial Officer and the Chairman of our Audit Committee concluded that our previously issued consolidated financial statements for the three months ended March 31, 2010, the six months ended June 30, 2010 and the nine months ended September 30, 2010 should no longer be relied upon. The consolidated financial statements for the three months ended March 31, 2010 and for the six months ended June 30, 2010 were included in amendments to our Current Report on Form 8-K which was originally filed with the Securities and Exchange Commission on August 16, 2010. The amendments were filed with the Securities and Exchange Commission on August 16, 2010 and October 15, 2010, respectively. The consolidated financial statements for the nine months ended September 30, 2010 were included in our Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 22, 2010. The errors in the consolidated financial statements include the following:
(i) The notes payable are understated by $359,405;
(ii) Expenses incurred by related parties on behalf of Innolog Holding Corporation (the “Company”) were misstated; and
(iii) Dividends to Innolog’s former sole stockholder were misstated.
The effects of the adjustments are illustrated below:
| | Originally | Adjustment | Restated |
| | Reported | Required | Amounts |
| Three months ended | | | |
| March 31, 2010 | | | |
| | | | |
| Consolidated Balance Sheet | | | |
| Total Assets | $4,866,665 | No adjustment | $4,866,665 |
| Total Liabilities | $7,995,244 | (i) increase in notes payable of $359,405 | $8,354,649 |
| Total Stockholder’s Equity | $(3,128,579) | (ii) increase in dividend paid of $156,954 | $(3,489,628) |
| | | (ii) increase in accumulated deficit of $204,095 | |
| Consolidated Statement of Operations | | | |
| Net Loss | $(436,043) | (ii) increase in other expense of $204,095 | $(640,138) |
| | | (ii) increase in net loss of $204,095 | |
| Consolidated Statement of Stockholder’s Equity | | | |
| Common Stock | $20,000 | No adjustment | $20,000 |
| Preferred Stock | $0 | No adjustment | $0 |
| Additional Paid in Capital | $520,000 | No adjustment | $520,000 |
| Accumulated Deficit | $(3,247,317) | (ii) increase in dividends paid of $156,954 | $(3,608,366) |
| | | (ii) increase in net loss of $204,095 | |
| Six months ended | | | |
| June 30, 2010 | | | |
| | | | |
| Consolidated Balance Sheet | | | |
| Total Assets | $4,365,000 | No adjustment | $4,365,000 |
| Total Liabilities | $7,039,209 | (i) increase in notes payable of $359,405 | $7,398,614 |
| Total Stockholder’s Equity | $(2,674,209) | (ii) increase in dividend paid of $544,919 | $(3,033,415) |
| | | (ii) decrease in accumulated deficit of $185,713 | |
| Consolidated Statement of Operations | | | |
| Net Loss | $(553,772) | (ii) increase in other expense of $41,600 | $(368,059) |
| | | (ii) decrease in bad debt expense of $227,113 | |
| | | (ii) decrease in net loss of $185,713 | |
| Consolidated Statement of Stockholder’s Equity | | | |
| Common Stock | $20,000 | No adjustment | $20,000 |
| Preferred Stock | $36,965 | No adjustment | $36,965 |
| Additional Paid in Capital | $852,683 | No adjustment | $852,683 |
| Accumulated Deficit | $(3,583,857) | (ii) increase in dividends paid of $544,919 | $(3,943,063) |
| | | (ii) decrease in net loss of $185,713 | |
| Nine Months Ended | | | |
| September 30, 2010 | | | |
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| Consolidated Balance Sheet | | | |
| Total Assets | $1,189,321 | No adjustment | $1,189,321 |
| Total Liabilities | $7,738,380 | (i) increase in notes payable of $359,405 | $8,097,785 |
| Total Stockholder’s Equity | $(6,549,059) | (ii) increase in dividend paid of $544,919 | $(6,908,465) |
| | | (ii) decrease in accumulated deficit of $185,513 | |
| Consolidated Statement of Operations | | | |
| Net Loss | $(4,432,622) | (ii) decrease in other expense of $97,303 | $(4,247,109) |
| | | (ii) decrease in bad debt expense of $88,210 | |
| | | (ii) decrease in net loss of $185,513 | |
| Consolidated Statement of Stockholder’s Equity | | | |
| Common Stock | $13,630 | No adjustment | $13,630 |
| Preferred Stock | $37,365 | No adjustment | $37,365 |
| Additional Paid in Capital | $862,653 | No adjustment | $862,653 |
| Accumulated Deficit | $(7,462,707) | (ii) increase in dividends paid of $544,919 | $(7,822,113) |
| | | (ii) decrease in net loss of $185,513 | |
We intend to file an amended Form 8-K and an amended Form 10-Q as soon as practicable. Until the restated reports are filed, we are continuing our investigations with respect to these matters as well as any other potential additional adjustments.
Management is assessing the effect of the restatement on our internal control over financial reporting and our disclosure controls and procedures. Management will not reach a final conclusion on the effect of the restatements on internal control over financial reporting and disclosure controls and procedures until completion of the restatement process.
Our Principal Executive Officer and Principal Financial Officer have discussed these matters with our independent registered public accounting firm.
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 hereunto duly authorized.
Dated: May 12, 2011
| | INNOLOG HOLDINGS CORPORATION | |
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| | By: | /s/ William Danielczyk | |
| | | William Danielczyk | |
| | | Executive Chairman | |
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