UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A









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





For the quarterly period ended: June30, 2013





or





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





For the transition period from __________ to __________





Commission File Number: 0-50863





INOLIFE TECHNOLOGIES, INC.


(Exact Name of registrant as specified in its charter)





New York

30-0299889(State or other Jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)





6040-A Six Forks Road, # 135,


Raleigh, NC 27609


(Address of principal executive offices)





(919) 727-9186


(Registrant’s telephone number, including area code)




Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 No  ̈





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  ̈ No x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:





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





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





As of August 16, 2013, there were 248,270,492 (post 1 to 50,000 reverse split) shares outstanding of the registrant’s common stock.













Explanatory Note





InoLife Technologies, Inc. is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on August 19, 2013 (the “Original Filing Date”) in order to provide financial statements that have been reviewed by the Company’s independent registered accounting firm, L.A. Prevratil, LLC.  At the time of filing of the Form 10-Q, the Company’s independent registered accounting firm was unable to review the Company’s financial statements and footnotes due to a serious medical issue.  As of the date of this filing, the Company’s independent registered accounting firm has reviewed the financial statements and footnotes filed with the quarterly report on Form 10-Q, which was filed on August 19, 2013.  There have been no changes to the Company’s financial statements or footnotes, as were filed on Form 10-Q on August 19, 2013, and there have been no other changes to the Form 10-Q.  This Amendment speaks as of the Original Filing Date, does not reflect events that may have been subsequent to the Original Filing Date, and does not modify or update in any way other disclosures made in the Form 10-Q.














TABLE OF CONTENTS




PagePart I. Financial InformationItem 1.
Consolidated Financial Statements.


3Balance Sheets for the periods ending June 30, 2013 and March 31, 2013 (unaudited).


3Statements of Operations for the three months period ending June 30, 2013 and 2012 and for the period June 17, 2009 (date of inception) through June 30, 2013 (unaudited).


4Statements of Cash Flows for the three months period ending June 30, 2013 and 2012 and for the period June 17, 2009 (date of inception) through June 30, 2013 (unaudited).


5Notes to Consolidated Financial Statements (unaudited).


6Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.


12Item 3.
Quantitative and Qualitative Disclosures About Market Risk.


14Item 4.
Controls and Procedures.


14Part II. Other Information.Item 1.
Legal Proceedings


15Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.


15Item 3.
Defaults Upon Senior Securities.


15Item 4.
Mine Safety Disclosure.


15Item 5.
Other Information.


15Item 6.
Exhibits.


16Signatures


17





2




PART I. FINANCIAL STATEMENTS




ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS




INOLIFE TECHNOLOGIES, INC.
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED BALANCE SHEETS


June 30, 2013


March 31, 2013(unaudited)


(unaudited)ASSETSCurrent AssetsCash and Cash Equivalents

$
---


$
---Prepaid expenses


13,438



53,750TOTAL ASSETS

$
13,438


$
53,750LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable

$
79,993


$
133,176Notes payable – related parties


78,958



64,161Current portion of convertible notes payable


---



139,711Accrued salaries


504,772



420,733Accrued interest


---



9,757Accrued employer taxes


79,004Payroll liabilities


14,211



14,211Total Current Liabilities


756,938



781,750Convertible notes payable, less current portion


---



---TOTAL LIABILITIES


756,938



781,750SHAREHOLDERS’ EQUITY (DEFICIT)Preferred Stock, par value $0.00001 per share, 100,000,000 shares authorized,213,322 and 213,322 issued and outstanding, respectively


2



2Preferred Stock – Series C, par value $0.01 per share,572 and -0- issued and outstanding, respectively


6



6Common Stock, par value $0.00001 per share, 5,000,000,000 shares authorized,221,820,492 and 221,820,492 issued and outstanding, respectively


2,218



400Shares held in escrow


---



(7,500
)Additional paid in capital


6,737,643



5,486,659Accumulated deficit during development stage


(7,483,369
)


(6,207,567
)Total Shareholders’ Deficit


(743,500
)


(728,000
)TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICT)

$
13,438


$
53,750


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




3




INOLIFE TECHNOLOGIES, INC.
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENTS OF OPERATIONS


June 17, 2009(inception)Three months ended


throughJune 30,


June 30,2013


2012


2013(unaudited)


(unaudited)


(unaudited)Revenues

$
---


$
---


$
---Operating expensesMarketing and advertising


---



3,204



71,870Professional fees


1,426,677



291,374



6,408,364General and administrative


29,469



18,333



247,221Rent


---



6,666



42,802Total operating expenses


1,456,146



319,577



6,770,257Net loss from operations


(1,456,146
)


(319,577
)


(6,770,257Other income (expenses)Interest expense


(3,048
)


(16,575
)


(205,702
)Gain on debt forgiveness


183,391



---



883,654Impairment loss


---



---



(627,000
)Recapitalization expense


---



---



(764,066
)Income taxes


---



---



---Net loss

$
(1,275,803
)

$
(336,152
)

$
(7,483,371
)Basic and diluted loss per share

$
(0.25
)

$
(0.00
)Weighted average number of shares outstandingBasic


201,210,848



50,548,433Diluted


201,210,848



50,548,483




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




4




INOLIFE TECHNOLOGIES, INC.
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENTS OF CASH FLOWS


June 17,2009(inception)Three months ended


throughJune 30,


June 30,2013


2012


2013(unaudited)


(unaudited)


(unaudited)Cash Flows from Operating ActivitiesNet loss

$
(1,275,803
)

$
(335,972
)

$
(7,483,370
)Adjustments to reconcile net loss to net cash provided by(used in) operating activities:Common Stock Earned but not Issued for Services


---



---



1,143,775Common Stock Issued but Earned in Prior Periods for Services


---



227,500



943,373Gain on Debt Forgiveness


---



---



(700,263
)Common Stock Issued in Exchange for Services


---



---



1,232,451Preferred Stock Issued for Stemtide Acquisition in Prior Period










572,000Services Rendered for Preferred Stock Issued in Prior Period


---



---



581,340Loss on Recapitalization


---



---



764,066Impairment Loss


---



---



627,000Changes in Assets and LiabilitiesAccounts Payable


(53,183
)


4,027



(525,292
)Prepaid Expense


40,313



---



(40,313
)Prepaid Expense Shareholder






21,467



29,840Notes Payable


(139,711
)






(139,711
)Accrued Management Fees


84,039



---



504,772Accrued Taxes


79,004







79,004Accrued Interest


(9,757
)


12,191



17,579Net Cash Used in Operating Activities


(1,275,099
)


(70,787
)


(2,213,124
)Cash Flows from Financing ActivitiesProceeds from Issuance of Note Payables






60,626



844,057Proceeds from Note Payable - related party


14,797







78,958Proceeds from Common Stock issued for conversion of Notes Payable


21,800







76,499Proceeds from Common stock issued to a non-related party for services


1,229,602







1,229,602Proceeds from Common stock issued to related parties for services


1,400







1,400Shares Held In Escrow-Reversed


7,500







7,500Net (Repayment) Proceeds from Shareholder Loans






(36,242
)


75,108Net Cash Provided by Financing Activities


1,275,099



24,384



2,313,124Net Change in Cash and Cash Equivalents


0



(46,403
)


---Cash and Cash Equivalents – Beginning of Period


0



51,037



---Cash and Cash Equivalents – End of Period

$
---


$
4,634


$
---Supplemental Cash Flows DisclosuresCash paid for interest

$
---


$
---


$
---Net cash payments for income taxes

$
---


$
---


$
---Supplemental Schedule of Non-Cash Financing ActivitiesCommon Stock Issued for Services

$
(1,273,985
)

$
227,500


$
(41,534
)Preferred Stock Issued for Services

$
---


$
---


$
605,260Common Stock Earned but not Issued for Services

$
---


$



$
2,087,148Common Stock Issued in Satisfaction of Liabilities

$



$
45,625


$
395,907Liabilities Assumed in Connection with the Acquisition of Stemtide, Inc.

$
---


$



$
55,000Common Stock Issued in Connection with the Acquisition of Stemtide, Inc.

$
---


$



$
572,000Preferred Stock Issued in Connection with the Acquisition of Stemtide Inc.










572,000Common Stock Issued in Connection with INOHEALTH Transaction










400


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




5




INOLIFE TECHNOLOGIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2013
 (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. During 1999, the Company ceased its operations 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 stage as an internet based marketing company. 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.





On July 7, 2011, the Company had acquired 100% of the issued and outstanding shares of Stemtide Inc. in exchange for 50,000,000 shares of common stock of the Company, the assumption of certain outstanding liabilities, and contingent residual payments of 10% of the gross profits derived from the sale of Stemtide Inc.’s Age-Reversing Products. The 50,000,000 shares of common stock were issued upon consummation of the agreement. The principal asset of Stemtide Inc. that was acquired was the manufacturing and marketing rights to the Stemtide Age-Reversing Products, throughout the United States, licensed from an affiliate of the principal shareholders of InoLife. These licensing rights were valued at $627,000 based on the Company assuming $572,000 of accounts payable and issuing 50,000,000 shares of common stock valued at $55,000. There were no other assets acquired





NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





METHOD OF ACCOUNTING


The financial statements of InoLife Technologies, Inc. (the “Company” included herein) have been prepared by the Company pursuant to the rules and regulations of the Security Exchange Commission (the “SEC”). The Company maintains its books and prepares its financial statements on the accrual basis of accounting.




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.





The accompanying 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 three months ended June 30, 2013 and 2012. Factors that affect the comparability of financial data from year to year include nonrecurring expenses associated with the Company’s registration with the SEC, costs incurred to raise capital and stock awards.




6





INOLIFE TECHNOLOGIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2013
 (UNAUDITED)




USE OF ESTIMATES


The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results can differ from those estimates.





EARNINGS PER COMMON SHARE


Earnings (loss) per common share is computed in accordance with FASB ASC 260 “Earnings by Share” by dividing income available to common stockholders by weighted average number of common shares outstanding for each period.





CASH AND CASH EQUIVALENTS


Cash and cash equivalents include time deposits, certificates of deposits and all highly liquid debt instruments with original maturities of three months or less.





The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.





ORGANIZATIONAL EXPENSES


The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all organizational and initial costs incurred with the incorporation and initial capitalization of the Company were charged to operations as incurred.





PREPAID EXPENSES


Prepaid expenses consist of services to be rendered from consultants and are amortized as services are rendered. See Note I – Common & Preferred Stock for further details.





ADVERTISING EXPSENSES


The Company does not utilize direct solicitation advertising. All other advertising and marketing expenses are charged to operations as incurred.





INCOME TAXES


The Company accounts for income taxes in accordance with FASB ASC 740, “Accounting For Income Taxes” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in the income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances. The Company had no material deferred tax assets or liabilities for the period presented. Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future benefits to be derived from net operating losses and tax credit carry forwards. The Company has had significant operating losses and a valuation allowance is recorded for the entire amount of the deferred tax assets, which is equal to zero. The Company’s open tax periods are 2011 through 2012.





REVENUE RECOGNITION


Revenues are recognized when they are realized or realizable, and are earned when goods are transferred or services rendered.




7





INOLIFE TECHNOLOGIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2013
 (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 expected 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 three months ended June 30, 2013 of $1,275,803. As of June 30, 2013 and from the date of inception June 17, 2009 the Company recorded an accumulated deficit of $7,483,371. 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 - FAIR VALUE OF FINANCIAL INSTRUMENTS




The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.





Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.





Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The company does not use derivative instruments to moderate its exposure to financial risk, if any.





NOTE G - COMMITMENTS




None




8




INOLIFE TECHNOLOGIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2013
 (UNAUDITED)


NOTE H - CONVERTIBLE NOTES PAYABLE




The Company has issued various convertible debentures to accredited investors with interest rates ranging from 8% 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.





Convertible notes payable consist of the following at June 30, 2013: None





At June 30, 2013 the accrued interest on all notes were: None





During the three months ended June 30, 2013, the Company issued an aggregate of 4,000,000 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 to zero.





NOTE I - COMMON & PREFERRED STOCK




During the period ended March 31, 2011, the Company issued 60 shares of its Series B Convertible Preferred Stock to officers of the Company in consideration of 40% of their 2012 fiscal year salaries. This amounted to $233,600 which was recorded in the prepaid expense line on the consolidated balance sheet. Each holder of Series B Preferred Stock shall have the right at any time to convert all (but not part) of his shares of Series B Preferred Stock into shares of the Company’s common stock such that each share of the Series B Preferred Stock shall convert into that number of fully paid and non-assessable shares of Common Stock as shall be 1% of the Company’s common stock on a fully diluted basis on the date of conversion (whereby in the event all of the Series B Preferred Stock is converted, the Company shall issue that number of fully paid and non-assessable shares of Common Stock as shall be 60% of the Company’s common stock). The shares of Series B Preferred Stock shall vote together with the Company’s Common Stock, except as otherwise required by law. The number of votes for the Series B Preferred Stock shall be the same number as the amount of shares of Common Stock that would be issued upon conversion. The Series B Preferred Stock is not entitled to dividends or preference upon liquidation. The holders have contractually agreed that with certain exceptions, the Preferred Stock is not convertible into common stock for so long as the holder is an officer and director of the Company. As of June 30, 2013 the prepaid expense has been fully amortized and the final month was recorded in the professional services line on the consolidated statement of operations.





On June 29, 2011 the Company issued 572 shares of its Series C Convertible Preferred Stock to Stemtide Shareholder Trust as satisfaction for $572,000 of accounts payable that was acquired as a part of the Stemtide acquisition.





On July 25, 2012, through a shareholders and board of director vote of the Issuer (“INOL” or the “Company”), Gary Berthold was issued one share of our Class A Convertible Preferred Stock (the “Preferred A Stock”) and two billion shares of our Common Stock. Mr. Berthold was issued the Preferred A Stock in connection with and as consideration for his agreement to continue as an officer and director for the Company. The certificate of designations for the Preferred A Stock provides that as a class it possesses a number of votes equal to two times the votes of capital stock outstanding of the Company that could be asserted in any matter put to a vote of the shareholders of the Company. This did not lead to a change of control, as Mr. Berthold continues to be majority owner, along with Ms. Berthold below. After the issuance of the Preferred A Stock, Mr. Berthold returned his 30 shares of Preferred Series B Stock to the Company.





On July 25, 2012, through a shareholders vote and board of director vote of the Issuer (“INOL” or the “Company”), Sharon Berthold was issued one share of our Class A Convertible Preferred Stock (the “Preferred A Stock”) and one billion shares of our Common Stock. Ms. Berthold was issued the Preferred A Stock in connection with and as consideration for her agreement to continue as an officer and director for the Company. The certificate of designations for the Preferred A Stock provides that as a class it possesses a number of votes equal to two times the of all votes of capital stock outstanding of the Company that could be asserted in any matter put to a vote of the shareholders of the Company. This did not lead to a change of control, as Ms. Berthold continues to be majority owner, along with Mr. Berthold above. After the issuance of the Preferred A Stock, Ms. Berthold returned her 30 shares of Preferred Series B Stock to the Company.




9




INOLIFE TECHNOLOGIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2013
 (UNAUDITED)


On July 25, 2012, the board of directors voted and approved to set up a stock option plan for the Issuer’s selected employees, directors (if applicable) and consultants as an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, to encourage such selected persons to remain in the employ of the Company, and to attract new employees with outstanding qualifications. This plan seeks to achieve this purpose by providing for awards in the form of registered shares, restricted shares and options (which may constitute incentive stock options or non-statutory stock options), as well as the direct award or sale of shares of the Company’s common stock. Awards may be granted under this plan in reliance upon federal and state securities law exemptions. Shares offered under this plan shall be authorized but unissued shares, and shall not exceed two hundred million (200,000,000) shares of authorized common stock of the Company. Each award or sale of shares under the plan (other than upon exercise of an option) shall be evidenced by a stock purchase agreement between the offeree and the Company. The provisions of the various stock purchase agreements entered into under the plan need not be identical. Currently, there are no agreements that are enforceable against the Company to issue these securities to a third party in exchange for services, nor is there a transaction that meets the threshold requirement under Item 3.02.





On July 25, 2012 the Board of Directors approved by unanimous consent an amendment to the Certificate of Incorporation of the Company to increase the authorized preferred shares to 100,000,000 and to restate the designation of the rights and preferences of Series A Preferred, Series B Preferred Stock and the creation of Series D Preferred. Series C Preferred remained the same as filed with the State of New York on July 7, 2011, except for a change in the par value. A copy of the amendment to the Certificate of Incorporation is filed as an exhibit to this Current Report on Form 8-K. There are currently no other classes or series of preferred stock issued or outstanding. All disclosures set forth in this Current Report on Form 8-K are qualified by and subject to the rights, preferences and designations set forth in the Amendment to the Certificate of Incorporation.





In August 2012 the company issued 92,156,862 shares of its common stock to various consultants as a part of a Form S-8 registration statement filed with the Securities Exchange Commission on July 31, 2012.





On August 1, 2012 the Company issued 93,380 shares of its Preferred Class B stock to Gary and Sharon Berthold, for conversion of $661,499 annual base salary due through July 31, 2012.





During the period ending June 30, 2013 the Company issued 4,000,000 shares of its common stock in satisfaction of $8,000 of convertible notes payable.





During the period ending June 30, 2013 the Company issued 140,000,000 shares of its common stock to the Bertholds for control and services.





During October 2012 the Company issued 640,000,000 shares of its common stock is satisfaction of $6,400 of convertible notes payable.





In October 2012 the company issued 200,000,000 shares of its common stock to various consultants as a part of a Form S-8 registration statement filed with the Securities Exchange Commission on July 31, 2012.





On November 7, 2012 the Company filed an Amendment with the state of New York to affect a 1 to 50,000 reverse of their common stock. FINRA deemed the 1 for 50,000 reverse stock split effective on January 24, 2013.





NOTE J - ACQUISITION OF STEMTIDE INC.




On July 7, 2011, the Company had acquired 100% of the issued and outstanding shares of Stemtide Inc. in exchange for 50,000,000 shares of common stock of the Company, the assumption of certain outstanding liabilities, and contingent residual payments of 10% of the gross profits derived from the sale of Stemtide Inc.’s Age-Reversing Products. The 50,000,000 shares of common stock were issued upon consummation of the agreement. The principal asset of Stemtide Inc. that was acquired was the manufacturing and marketing rights to the Stemtide Age-Reversing Products, throughout the United States, licensed from an affiliate of the principal shareholders of InoLife. These licensing rights were valued at $627,000 based on the Company assuming $572,000 of accounts payable and issuing 50,000,000 shares of common stock valued at $55,000. The Company also issued 572 shares of its Series C Convertible Preferred Stock as satisfaction of the $572,000 accounts payable. There were no other assets acquired.




10





INOLIFE TECHNOLOGIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2013
 (UNAUDITED)




On September 30, 2011, the Company evaluated the acquired Licensing Rights for financial impairment. Based on our evaluation of the recoverability of the licensing rights by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with them, we determined to impair the full value of the licensing rights of $627,000 due to the uncertainty of recovery.





On April 18, 2012, the Company entered into an agreement with Gary Berthold, who serves as chairman of the board of directors, president and chief executive officer of the Company, to issue Mr. Berthold 15,962,329 shares of common stock in settlement of unpaid past salary of $246,832.19. In addition, the Company entered into an agreement with Sharon Berthold, who serves on our board of directors and as executive vice-president, to issue to Mrs. Berthold 14,037,671 shares of common stock of the Company in settlement of unpaid past salary of $218,167.81. The issue price of the shares in both transactions was $.015 per share. The shares issued in these transactions have not been registered for resale and there are currently no plans to register these shares for resale. The purchase price was determined by applying a 50% discount to the weighted average closing price in the twenty trading days prior to the issue date.





As previously reported, Gary Berthold and Sharon Berthold entered into executive employment agreements on April 30, 2011 which provide for base salaries of $310,000 and $274,000, respectively. The Company has not paid salaries to either Mr. Berthold or Mrs. Berthold since inception of the agreements. By entering into these transactions, the Company reduces its outstanding indebtedness by $465,000.





NOTE K - SUBSEQUENT EVENTS





On July 11, 2013 the Company issued 4,000,000 shares (Just Marketing) of its common stock is satisfaction of convertible notes payable.





On July 18, 2013 the Company issued 11,000,000 shares (Timeline) of its common stock is satisfaction of $9,825 of convertible notes payable.





On July 17, 2013 the Company issued 7,200,000 shares (Prism Overseas) of its common stock is satisfaction of convertible notes payable.




On July 23, 2013 the Company issued 250,000 shares (Continental Equities) of its common stock is satisfaction of a debt settlement.




On July 26, 2013 the Company issued 4,000,000 shares (Red Tie Financial) of its common stock is satisfaction of convertible notes payable.





Management has evaluated all activity of the Company through August 12, 2013 and concluded that no additional subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements.




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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward-Looking Statements: No Assurances Intended





In addition to historical information, this 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 the Company. 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. From our inception on June 17, 2009 through June 30, 2013, we have generated no revenue. In addition, we have a history of losses. We had a net loss of $7,483,371 for this period.
  As of our fiscal year end, March 31, 2013, our accountants have expressed doubt about our ability to continue as a going concern as a result of our history of net loss. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our software and our ability to generate revenues.
  Operating expenses, of which the largest expense was for professional fees, for the three month period endedJune 30, 2013 were $1,456,146. This compares with operating expenses for the three month period endedJune 30, 2012 of $319,577.
  As a result of the foregoing, we had a net loss of $1,275,803 for the three month period endedJune 30, 2013. This compares with a net loss for the three month period endedJune 30, 2012 of $336,152.
  Operating expenses from June 17, 2009 through June 30, 2013 were $6,770,257. The major components of operating expenses include professional fees, marketing and advertising costs, rent, and general and administrative costs. For the period from June 17, 2009 through June 30, 2013, our net loss was $7,483,371.
  The majority of the consultants are being paid through the issuance of common stock. Such consulting services include, but are not limited to accounting, legal, business development, SEC reporting, investor relations and mergers and acquisitions. Our executive officers received 140,000,000 shares of common stock for their services and control during the three months ended June 30, 2013. The common stock was issued at the markets closing price on the day of issuance.
 
 During the period from inception to June 30, 2013, we realized a retained deficit of $15,318,059 primarily due to operating losses of $13,755,078, a loss of $759,590 due to recapitalization expenses, an impairment loss of $627,000 and interest expense of $186,892 during the period from inception to June 30, 2013.




Liquidity and Capital Resources





As of June 30, 2013, we had cash or cash equivalents of $0. As of March 31, 2013, we had cash or cash equivalents of $0. Since we initiated our business operations in 2009, our operations have been funded primarily by the private sale of equity and debt to investors. As a result, through June 30, 2013, we had used all of our funds for our operations.
  Net cash used for operating activities was $1,275,099 for the three month period ended June 30, 2013. This compares to net cash used for operating activities of $70,787 for the three month period ended June 30, 2012. For the period from June 17, 2009 through June 30, 2013 they were $2,313,124.
  Cash flows from investing activities were $-0- from our inception on June 17, 2009 through June 30, 2013.
  Cash flows provided by financing activities were $1,275,099 for the three month period ended June 30, 2013 which compares to cash flows provided by financing activities of $24,384 for the three month period ended June 30, 2012. For the period from June 17, 2009 through June 30, 2013 they were $2,313,124. These cash flows were all related to sales of stock, issuance of notes and shares issued for services.




The Company has issued various convertible debentures to accredited investors with interest rates ranging from 8% 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 June 30, 2013, there were no of convertible notes payables.





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 expected 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.




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Plan of Operation





The plan of operation of the Company for the next twelve months is centered on two main goals. First, 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 Products, Inc., the Company currently markets product lines that pertain to human genetic DNA testing. Aligned with the Company’s plan, the Company acquired Stemtide Inc. on July 7, 2011. The Company acquired Stemtide Inc. for their ability to manufacture and market various products that may potentially be developed from revolutionary patent pending formulas for activation of endogenous stem cells for multiple uses including age reversal, follicle growth stimulation, skin repair, and acne formula. The initial product consideration planned is to be the aging product.




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.





Our Independent Auditors have expressed substantial doubt about our ability to continue as a going concern.





As we don’t have enough cash on hand to pay our expenses for the next 12 months of operations, our independent auditors have included a “going concern” qualification in their audit report. The Company will have to continue to raise funds to continue to operate.





We require additional financing and our inability to raise additional capital on acceptable terms in the future may have a material adverse effect on our business and financial condition.





We do not have sufficient operating capital to fund our operations for the next 12 months and must raise that capital through loans and/or sales of our common stock. There is no guarantee that we will be able to do so. Failure to do so could cause us to have to cut operations and delay development and introduction of our products.





Because we have a limited operating history to evaluate our company and are implementing a new business model, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delay frequently encountered by a new company.





Since we have a limited operating history we cannot assure you that our business will generate revenues or be profitable. Early stage companies often are unsuccessful and encounter unanticipated expenses and difficulties, investors should consider this risk in determining whether to purchase or sell our common stock.





Our current management holds significant control over our common stock and they may be able to control our Company indefinitely.





Our management has significant control over our voting stock that may make it difficult to complete some corporate transactions without their support and may prevent a change in control. As of June 30, 2013, our directors and executive officers as a whole, beneficially own approximately 140,000,604 shares of our common stock, 2 shares of our Series A Convertible Preferred stock and 213,262 shares of our Series B Convertible Preferred Stock. The above-described significant stockholders will have considerable influence over the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.




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Item 3. Quantitative and Qualitative Disclosures About Market Risk





We do not hold any derivative instruments and do not engage in any hedging activities.




Item 4. Controls and Procedures.





(a)           Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.





The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.





With respect to the period ending June 30, 2013, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.





Based upon our evaluation regarding the period ending June 30, 2013, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.





The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.





(b)           Changes in Internal Controls.





There have been no changes in the Company’s internal control over financial reporting during the period ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.




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PART II - OTHER INFORMATION





Item 1. Legal Proceedings.





We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.





Item 1A. Risk Factors.





There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013, filed with the SEC on July 1, 2013.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





During the period ending June 30, 2013 the Company issued 37,780,000 shares of its common stock to non –related parties for services.





There were no additional unregistered sales of the Company’s equity securities during the quarter ended June30, 2013 that were not otherwise disclosed on a Form 4 or Form 8-K.





Item 3. Defaults upon Senior Securities.





There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company.





Item 4. Mine Safety Disclosure.





Not applicable





Item 5. Other Information.





There is no other information required to be disclosed under this item which was not previously disclosed.




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Item 6. Exhibits.





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.


101.INS **

XBRL Instance Document101.SCH **

XBRL Taxonomy Extension Schema Document101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document101.LAB **

XBRL Taxonomy Extension Label Linkbase Document101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document
 
 ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







INOLIFE TECHNOLOGIES, INC.Dated:  September 4, 2013
By:
/s/ Gary BertholdGary BertholdChief Executive Officer





In accordance with the Exchange Act, this Report has been signed below by the following persons, on behalf of the Registrant and in the capacities and on the dates indicated.







By:
/s/ Gary BertholdGary BertholdChief Executive Officer and Chief Financial Officer





Dated:  September 4, 2013
By:
/s/ Sharon BertholdSharon BertholdExecutive Officer and Director
 
 
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