----

----

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

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

| New York                        |   | 30-0299889             |
|---------------------------------|--------|------------------------|
| (State or other Jurisdiction of |   | (I.R.S. Employer       |
| incorporation or organization)  |   | Identification Number) |

|  ̈ | Large Accelerated Filer |  ̈ | Accelerated Filer         |
|--------|-------------------------|--------|---------------------------|
|   |                    |   |                      |
|  ̈ | Non-Accelerated Filer   | x      | Smaller Reporting Company |

----

----

----

|                          |                                                                                                                                                                                             |   |   |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                          |                                                                                                                                                                                             | Page   |   |
| Part I. Financial Information |
|                          |                                                                                                                                                                                             |   |   |
| Item 1.                       | Consolidated Financial Statements.                                                                                                                                                               |   |   | 3 |   |
|                          |                                                                                                                                                                                             |   |   |   |
|                          | Balance Sheets for the periods ending June 30, 2012 and March 31, 2012 (unaudited).                                                                                                              |   |   | 3 |   |
|                          |                                                                                                                                                                                             |   |   |   |
|                          | Statements of Operations for the three  month periods ending  June 30, 2012 and 2011 and for the period June 17, 2009 (date of inception) through June 30, 2012 (unaudited). |   |   | 4 |   |
|                          |                                                                                                                                                                                             |   |   |   |
|                          | Statements of Changes in Shareholders’ Equity (Deficit) for the period June 17, 2009 (date of inception) Through as of June 30, 2012 (unaudited).                                          |   |   | 5 |   |
|                          |                                                                                                                                                                                             |   |   |   |
|                          | Statements of Cash Flows for the six month periods ending June 30, 2012 and 2011 and for the period June 17, 2009 (date of inception) through June 30, 2012 (unaudited).                         |   |   | 7 |   |
|                          |                                                                                                                                                                                             |   |   |   |
|                          | Notes to Consolidated Financial Statements (unaudited).                                                                                                                                          |   |   | 8 |   |
|                          |                                                                                                                                                                                             |   |   |   |
| Item 2.                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations.                                                                                                     |   |   | 13 |   |
| Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk.                                                                                                                                      |   |   | 15 |   |
| Item 4.                       | Controls and Procedures.                                                                                                                                                                         |   |   | 15 |   |
|                          |                                                                                                                                                                                             |   |   |   |
| Part II. Other Information.   |
|                          |                                                                                                                                                                                             |   |   |   |
| Item 1.                       | Legal Proceedings                                                                                                                                                                                |   |   | 16 |   |
| Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds.                                                                                                                                     |   |   | 16 |   |
| Item 3.                       | Defaults Upon Senior Securities.                                                                                                                                                                 |   |   | 16 |   |
| Item 4.                       | Mine Safety Disclosure.                                                                                                                                                                          |   |   | 16 |   |
| Item 5.                       | Other Information.                                                                                                                                                                               |   |   | 16 |   |
| Item 6.                       | Exhibits.                                                                                                                                                                                        |   |   | 17 |   |
|                          |                                                                                                                                                                                             |   |   |   |
| Signatures                    |                                                                                                                                                                                             |   | 18     |   |

----

|                                                                      |   | June 30, 2012 |       |   | March 31, 2012 |   |
|---------------------------------------------------------------------------|--------|---------------|------------|--------|----------------|--------|
|                                                                      |   | (unaudited)   |       |   | (unaudited)    |   |
| ASSETS                                                                    |   |          |       |   |           |   |
| Current Assets                                                            |   |          |       |   |           |   |
| Cash and Cash Equivalents                                                 |   | $             | 4,634      |   |           | $      | 51,037 |   |
| Prepaid expenses                                                          |   |          | 2,443      |   |           |   | 23,910 |   |
| TOTAL ASSETS                                                              |   | $             | 7,077      |   |           | $      | 74,947 |   |
|                                                                      |   |          |       |   |           |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                               |   |          |       |   |           |   |   |   |
| Current Liabilities                                                       |   |          |       |   |           |   |   |   |
| Accounts payable                                                          |   | $             | 615,107    |   |           | $      | 611,080 |   |
| Current portion of convertible notes payable                              |   |          | 16,750     |   |           |   | 33,992 |   |
| Accrued interest                                                          |   |          | 116,947    |   |           |   | 104,756 |   |
| Payroll liabilities                                                       |   |          | 14,211     |   |           |   | 14,211 |   |
| Total Current Liabilities                                                 |   |          | 763,016    |   |           |   | 764,039 |   |
|                                                                      |   |          |       |   |           |   |   |   |
| Convertible notes payable, less current portion                           |   |          | 565,174    |   |           |   | 569,174 |   |
| TOTAL LIABILITIES                                                         |   |          | 1,328,189  |   |           |   | 1,333,213 |   |
|                                                                      |   |          |       |   |           |   |   |   |
| SHAREHOLDERS’ EQUITY (DEFICIT)                                      |   |          |       |   |           |   |   |   |
| Preferred Stock, par value $0.01 per share, 10,000,000 shares authorized, |   |          |       |   |           |   |   |   |
| 60 and 60 issued and outstanding, respectively                            |   |          | 1          |   |           |   | 1 |   |
| Common Stock, par value $0.05 per share, 5,000,000,000 shares authorized, |   |          |       |   |           |   |   |   |
| 58,846,898 and 5,549,281 issued and outstanding, respectively             |   |          | 2,942,345  |   |           |   | 277,464 |   |
| Shares held in escrow                                                     |   |          | (7,500     | )      |           |   | (7,500 | ) |
| Additional paid in capital                                                |   |          | 1,310,367  |   |           |   | 3,702,122 |   |
| Accumulated deficit during development stage                              |   |          | (5,566,325 | )      |           |   | (5,230,353 | ) |
| Total Shareholders’ Deficit                                         |   |          | (1,321,113 | )      |           |   | (1,258,266 | ) |
|                                                                      |   |          |       |   |           |   |   |   |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICT)                 |   | $             | (7,077     | )      |           | $      | 74,947 |   |

----

|                                          |   |                       |       |   |        |   |        | June 17, 2009 |   |
|-----------------------------------------------|--------|----------------------------|------------|--------|-------------|--------|-------------|---------------|--------|
|                                          |   |                       |       |   |        |   |        | (inception)   |   |
|                                          |   | For the three months Ended |       |   | through     |   |
|                                          |   | June 30,                   |       |   | June 30,    |   |
|                                          |   | 2012                       |       |   | $           | 2011   |        |          |   | 2012 |   |
|                                          |   | (unaudited)                |       |   | (unaudited) |   |        | (unaudited)   |   |
| Revenues                                      |   | $                          | ---        |   |        | $      | ---         |          |   | $ | --- |   |
|                                          |   |                       |       |   |        |   |        |          |   |   |   |   |
| Operating expenses                            |   |                       |       |   |        |   |        |          |   |   |   |   |
| Marketing and advertising                     |   |                       | 3,204      |   |        |   | 16,631      |          |   |   | 70,536 |   |
| Professional fees                             |   |                       | 291,374    |   |        |   | 411,051     |          |   |   | 3,746,736 |   |
| General and administrative                    |   |                       | 18,333     |   |        |   | 14,883      |          |   |   | 170,544 |   |
| Rent                                          |   |                       | 6,666      |   |        |   | 4,061       |          |   |   | 38,468 |   |
| Total operating expenses                      |   |                       | 319,397    |   |        |   | 446,626     |          |   |   | 4,026,284 |   |
|                                          |   |                       |       |   |        |   |        |          |   |   |   |   |
| Net loss from operations                      |   |                       | (319,397   | )      |        |   | (446,626    | )             |   |   | (4,026,284 | ) |
|                                          |   |                       |       |   |        |   |        |          |   |   |   |   |
| Other income (expenses)                       |   |                       |       |   |        |   |        |          |   |   |   |   |
| Interest expense                              |   |                       | (16,575    | )      |        |   | (9,975      | )             |   |   | (163,952 | ) |
| Gain on debt forgiveness                      |   |                       | ---        |   |        |   | ---         |          |   |   | 10,501 |   |
| Impairment loss                               |   |                       | ---        |   |        |   | ---         |          |   |   | (627,000 | ) |
| Recapitalization expense                      |   |                       | ---        |   |        |   | ---         |          |   |   | (759,590 | ) |
| Income taxes                                  |   |                       | ---        |   |        |   | ---         |          |   |   | --- |   |
|                                          |   |                       |       |   |        |   |        |          |   |   |   |   |
| Net loss                                      |   | $                          | (335,972   | )      |        | $      | (456,601    | )             |   | $ | (5,566,325 | ) |
|                                          |   |                       |       |   |        |   |        |          |   |   |   |   |
| Basic and diluted loss per share              |   | $                          | (0.00      | )      |        | $      | (0.00       | )             |   |   |   |   |
|                                          |   |                       |       |   |        |   |        |          |   |   |   |   |
| Weighted average number of shares outstanding |   |                       |       |   |        |   |        |          |   |   |   |   |
| Basic                                         |   |                       | 50,548,433 |   |        |   | 502,407,566 |          |   |   |   |   |
| Diluted                                       |   |                       | 50,548,433 |   |        |   | 502,407,566 |          |   |   |   |   |

----

|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   | Additional  |   |   |                |   |      |    |   |   | Total  |   |
|------------------------------------------------------------------|--------|--------------|------------|--------|-----------------|--------|---------|---------|--------|--------|-----------|--------|--------|-------------|--------|--------|---------------------|--------|-----------|---------|--------|--------|--------|--------|
|                                                             |   | Common Stock |       |   | Preferred Stock |   |    | paid-in |   |   | Shares    |   |   | Accumulated |   |   | Stockholders’ |   |
|                                                             |   | Shares       |       |   | Par value       |   |    | Shares  |   |   | Par value |   |   | Capital     |   |   | Held in Escrow      |   |      | Deficit |   |   | Equity |   |
| Balance at June 17, 2009 (inception)                             |   |         | 28,812     |   |            | $      | 1,441   |    |   |   | ---       |   |   | $           | ---    |   |                | $      | 142,618   |    |   | $      | ---    |   |   | $ | --- |   |   | $ | 144,059 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for services                                 |   |         | 48,000     |   |            |   | 2,400   |    |   |   | ---       |   |   |        | ---    |   |                |   | 237,600   |    |   |   | ---    |   |   |   | --- |   |   |   | 240,000 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for satisfaction of convertible note payable |   |         | 83,420     |   |            |   | 4,171   |    |   |   | ---       |   |   |        | ---    |   |                |   | 388,392   |    |   |   | ---    |   |   |   | --- |   |   |   | 392,563 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for collateral                                     |   |         | 50,000     |   |            |   | 2,500   |    |   |   | ---       |   |   |        | ---    |   |                |   | ---       |    |   |   | (2,500 | )      |   |   | --- |   |   |   | --- |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                         |   |         | ---        |   |            |   | ---     |    |   |   | ---       |   |   |        | ---    |   |                |   | ---       |    |   |   | ---    |   |   |   | (1,068,792 | ) |   |   | (1,068,792 | ) |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at March 31, 2010                                        |   |         | 210,232    |   |            | $      | 10,512  |    |   |   | ---       |   |   | $           | ---    |   |                | $      | 768,610   |    |   | $      | (2,500 | )      |   | $ | (1,068,792 | ) |   | $ | (292,170 | ) |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for services                                 |   |         | 20,480     |   |            |   | 1,024   |    |   |   | ---       |   |   |        | ---    |   |                |   | 115,846   |    |   |   | ---    |   |   |   | --- |   |   |   | 116,870 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Preferred stock issued for services                              |   |         | ---        |   |            |   | ---     |    |   |   | 60        |   |   |        | 1      |   |                |   | 233,559   |    |   |   | ---    |   |   |   | --- |   |   |   | 233,560 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock earned but not issued for services                  |   |         | ---        |   |            |   | ---     |    |   |   | ---       |   |   |        | ---    |   |                |   | 1,897,648 |    |   |   | ---    |   |   |   | --- |   |   |   | 1,897,648 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for satisfaction of liabilities              |   |         | 290,707    |   |            |   | 14,535  |    |   |   | ---       |   |   |        | ---    |   |                |   | 80,820    |    |   |   | ---    |   |   |   | --- |   |   |   | 95,355 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                         |   |         | ---        |   |            |   | ---     |    |   |   | ---       |   |   |        | ---    |   |                |   | ---       |    |   |   | ---    |   |   |   | (1,431,432 | ) |   |   | (1,431,432 | ) |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at March 31, 2011                                        |   |         | 521,419    |   |            | $      | 26,071  |    |   |   | 60        |   |   | $           | 1      |   |                | $      | 3,096,483 |    |   | $      | (2,500 | )      |   | $ | (2,500,224 | ) |   | $ | 619,831 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for services                                 |   |         | 560,057    |   |            |   | 28,002  |    |   |   | ---       |   |   |        | ---    |   |                |   | 343,177   |    |   |   | ---    |   |   |   | --- |   |   |   | 371,179 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for satisfaction of liabilities              |   |         | 3,947,856  |   |            |   | 197,393 |    |   |   | ---       |   |   |        | ---    |   |                |   | 38,960    |    |   |   | ---    |   |   |   | --- |   |   |   | 236,353 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued but earned in prior periods                  |   |         | 319,949    |   |            |   | 15,998  |    |   |   | ---       |   |   |        | ---    |   |                |   | (15,998   | )       |   |   | ---    |   |   |   | --- |   |   |   | --- |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued in connection to the Stemtide acquisition    |   |         | 100,000    |   |            |   | 5,000   |    |   |   | ---       |   |   |        | ---    |   |                |   | 50,000    |    |   |   |   |   |   |   |   |   |   |   | 55,000 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for collateral                               |   |         | 100,000    |   |            |   | 5,000   |    |   |   | ---       |   |   |        | ---    |   |                |   | ---       |    |   |   | (5,000 | )      |   |   | --- |   |   |   | --- |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock earned but not issued for services                  |   |         | ---        |   |            |   | ---     |    |   |   | ---       |   |   |        | ---    |   |                |   | 189,500   |    |   |   | ---    |   |   |   | --- |   |   |   | 189,500 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                         |   |         | ---        |   |            |   | ---     |    |   |   | ---       |   |   |        | ---    |   |                |   | ---       |    |   |   | ---    |   |   |   | (2,730,129 | ) |   |   | (2,730,129 | ) |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at March 31, 2012                                        |   |         | 5,549,281  |   |            | $      | 277,464 |    |   |   | 60        |   |   | $           | 1      |   |                | $      | 3,702,122 |    |   | $      | (7,500 | )      |   | $ | (5,230,353 | ) |   | $ | (1,258,266 | ) |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for services                                 |   |         | 10,000,000 |   |            |   | 500,000 |    |   |   | ---       |   |   |        | ---    |   |                |   | (499,000  | )       |   |   | ---    |   |   |   | --- |   |   |   | 1,000 |   |
|                                                             |   |         |       |   |            |   |    |    |   |   |      |   |   |        |   |   |                |   |      |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for satisfaction of convertible note payable |   |         | 8,607,935  |   |            |   | 430,397 |    |   |   | ---       |   |   |        | ---    |   |                |   | (413,147  | )       |   |   | ---    |   |   |   | --- |   |   |   | 17,250 |   |

----

|                                                             |   |
|------------------------------------------------------------------|--------|
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   | Additional |   |   |   |   |   |   |   |   | Total |   |
|                                                             |   | Common Stock |   |   | Preferred Stock |   |   | paid-in |   |   | Shares |   |   | Accumulated |   |   | Stockholders’ |   |
|                                                             |   | Shares |   |   | Par value |   |   | Shares |   |   | Par value |   |   | Capital |   |   | Held in Escrow |   |   | Deficit |   |   | Equity |   |
| Common stock issued for satisfaction of convertible note payable |   |   | 1,194,444 |   |   |   | 59,722 |   |   |   | --- |   |   |   | --- |   |   |   | (53,372 | ) |   |   | --- |   |   |   | --- |   |   |   | 6,350 |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for satisfaction of convertible note payable |   |   | 1,195,238 |   |   |   | 59,762 |   |   |   | --- |   |   |   | --- |   |   |   | (52,737 | ) |   |   | --- |   |   |   | --- |   |   |   | 7,025 |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for satisfaction of convertible note payable |   |   | 2,300,000 |   |   |   | 115,000 |   |   |   | --- |   |   |   | --- |   |   |   | (100,000 | ) |   |   | --- |   |   |   | --- |   |   |   | 15,000 |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock issued for services                                        |   |   | 30,000,000 |   |   |   | 1,500,000 |   |   |   | --- |   |   |   | --- |   |   |   | (1,273,500 | ) |   |   | --- |   |   |   | --- |   |   |   | 226,500 |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                         |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (335,972 | ) |   |   | (335,972 | ) |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at June 30, 2012                                         |   |   | 58,846,898 |   |   | $ | 2,942,345 |   |   |   | 60 |   |   | $ | 1 |   |   | $ | 1,310,366 |   |   | $ | (7,500 | ) |   | $ | (5,566,325 | ) |   | $ | (1,321,113 | ) |

----

|                                                                     |   |                       |     |   |        |   |     | June 17,    |   |
|--------------------------------------------------------------------------|--------|----------------------------|----------|--------|-------------|--------|----------|-------------|--------|
|                                                                     |   |                       |     |   |        |   |     | 2009        |   |
|                                                                     |   |                       |     |   |        |   |     | (inception) |   |
|                                                                     |   | For the three months ended |     |   | through     |   |
|                                                                     |   | June 30,                   |     |   | June 30,    |   |
|                                                                     |   | 2012                       |     |   | 2011        |   |     | 2012        |   |
|                                                                     |   | (unaudited)                |     |   | (unaudited) |   |     | (unaudited) |   |
| Cash Flows from Operating Activities                                     |   |                       |     |   |        |   |     |        |   |
| Net loss                                                                 |   | $                          | (335,972 | )      |        | $      | (456,601 | )           |   | $ | (5,566,325 | ) |
| Adjustments to reconcile net loss to net cash provided by                |   |                       |     |   |        |   |     |        |   |   |   |   |
| (used in) operating activities:                                          |   |                       |     |   |        |   |     |        |   |   |   |   |
| Common Stock Earned but not Issued for Services                          |   |                       | ---      |   |        |   | 53,675   |        |   |   | 1,143,775 |   |
| Common Stock Issued but Earned in Prior Periods for Services             |   |                       | ---      |   |        |   | 108,033  |        |   |   | 943,373 |   |
| Gain on Debt Forgiveness                                                 |   |                       | ---      |   |        |   | ---      |        |   |   | (10,501 | ) |
| Common Stock Issued in Exchange for Services                             |   |                       | 227,500  |   |        |   | 56,200   |        |   |   | 955,549 |   |
| Services Rendered for Preferred Stock Issued in Prior Period             |   |                       | ---      |   |        |   | 58,400   |        |   |   | 209,640 |   |
| Loss on Recapitalization                                                 |   |                       | ---      |   |        |   | ---      |        |   |   | 759,590 |   |
| Impairment Loss                                                          |   |                       | ---      |   |        |   |     |        |   |   | 627,000 |   |
| Changes in Assets and Liabilities                                        |   |                       |     |   |        |   |     |        |   |   |   |   |
| Accounts Payable                                                         |   |                       | 4,027    |   |        |   | 15,000   |        |   |   | 9,822 |   |
| Prepaid Expense Shareholder                                              |   |                       | 21,467   |   |        |   | 77,266   |        |   |   | 21,467 |   |
| Accrued Interest                                                         |   |                       | 12,191   |   |        |   | 9,975    |        |   |   | 134,526 |   |
| Net Cash Used in Operating Activities                                    |   |                       | (70,787  | )      |        |   | (78,052  | )           |   |   | (772,084 | ) |
|                                                                     |   |                       |     |   |        |   |     |        |   |   |   |   |
| Cash Flows from Financing Activities                                     |   |                       |     |   |        |   |     |        |   |   |   |   |
| Proceeds from Issuance of Convertible Note Payables                      |   |                       | 60,626   |   |        |   | 55,000   |        |   |   | 737,852 |   |
| Net (Repayment) Proceeds from Shareholder Loans                          |   |                       | (36,242  | )      |        |   | ---      |        |   |   | 38,866 |   |
| Net Cash Provided by Financing Activities                                |   |                       | 24,384   |   |        |   | 55,000   |        |   |   | 776,718 |   |
|                                                                     |   |                       |     |   |        |   |     |        |   |   |   |   |
| Net Change in Cash and Cash Equivalents                                  |   |                       | (46,403  | )      |        |   | (23,052  | )           |   |   | 4,634 |   |
|                                                                     |   |                       |     |   |        |   |     |        |   |   |   |   |
| Cash and Cash Equivalents – Beginning of Period                    |   |                       | 51,037   |   |        |   | 170,546  |        |   |   | --- |   |
| Cash and Cash Equivalents – End of Period                          |   | $                          | 4,634    |   |        | $      | 147,494  |        |   | $ | 4,634 |   |
|                                                                     |   |                       |     |   |        |   |     |        |   |   |   |   |
| Supplemental Cash Flows Disclosures                                      |   |                       |     |   |        |   |     |        |   |   |   |   |
| Cash paid for interest                                                   |   | $                          | ---      |   |        | $      | ---      |        |   | $ | --- |   |
| Net cash payments for income taxes                                       |   | $                          | ---      |   |        | $      | ---      |        |   | $ | --- |   |
|                                                                     |   |                       |     |   |        |   |     |        |   |   |   |   |
| Supplemental Schedule of Non-Cash Financing Activities                   |   |                       |     |   |        |   |     |        |   |   |   |   |
| Common Stock Issued for Services                                         |   | $                          | 227,500  |   |        | $      | 86,200   |        |   | $ | 955,549 |   |
| Preferred Stock Issued for Services                                      |   | $                          | ---      |   |        | $      | ---      |        |   | $ | 233,560 |   |
| Common Stock Earned but not Issued for Services                          |   | $                          | ---      |   |        | $      | 319,000  |        |   | $ | 2,87,148 |   |
| Common Stock Issued in Satisfaction of Liabilities                       |   | $                          | 45,625   |   |        | $      | 103,315  |        |   | $ | 386,833 |   |
| Liabilities Assumed in Connection with the Acquisition of Stemtide, Inc. |   | $                          | ---      |   |        | $      | ---      |        |   | $ | 55,000 |   |
| Common Stock Issued in Connection with the Acquisition of Stemtide, Inc. |   | $                          | ---      |   |        | $      | ---      |        |   | $ | 572,000 |   |

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| 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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|                              | INOLIFE TECHNOLOGIES, INC. |                    |
|-----------------------------------|----------------------------|-------------------------|
|                              |                       |                    |   |
| Dated:  August 20, 2012 | By:                        | /s/ GARY BERTHOLD       |   |
|                              |                       | Gary Berthold           |   |
|                              |                       | Chief Executive Officer |   |

|   | By:    | /s/ GARY BERTHOLD                                   |   |
|--------|--------|-----------------------------------------------------|--------|
|   |   | Gary Berthold                                       |   |
|   |   | Chief Executive Officer and Chief Financial Officer |   |

| Dated:  August 20, 2012 | By:    | /s/ SHARON BERTHOLD            |   |
|-----------------------------------|--------|--------------------------------|--------|
|                              |   | Sharon Berthold                |   |
|                              |   | Executive Officer and Director |   |

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