| x      | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  |
|--------|------------------------------------------------------------------------------------------|
|   |                                                                                     |
|   | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010                                        |
|   |                                                                                     |
| OR     |
|   |                                                                                     |
| o      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|   |                                                                                     |
|   | FOR THE TRANSITION PERIOD FROM__________ to __________                                   |

| IFLI Acquisition Corp.                                 |
|--------------------------------------------------------|
| (Exact Name of Registrant as Specified in its Charter) |

| Delaware                                 |   | 04-2893483             |
|------------------------------------------|--------|------------------------|
| (State or Other Jurisdiction of          |   | (I.R.S. Employer       |
| Incorporation or Organization)           |   | Identification Number) |
|                                     |   |                   |
| 3960 N. Andrews Avenue                   |   |                   |
| Oakland Park, Florida                    |   | 33309                  |
| (Address of Principal Executive Offices) |   | (ZIP Code)             |

| (561) 420-0577                                                                     |
|------------------------------------------------------------------------------------|
| (Registrant’s Telephone Number, including Area Code)                         |
|                                                                               |
| International Fight League, Inc.                                                   |
| (Former Name, former Address and former Fiscal Year, if changed since last Report) |

| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o                       | Smaller reporting company x |
|---------------------------|---------------------|-----------------------------------------------|-----------------------------|
|                      |                | (Do not check if a smaller reporting company) |

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|           |                  |                                                                                        | Page   |
|----------------|-----------------------|---------------------------------------------------------------------------------------------|--------|
| PART I         | Financial Information |                                                                                        |   |
|           |                  |                                                                                        |   |   |
|           | Item 1                | Financial Statements                                                                        | 2      |   |
|           |                  |                                                                                        |   |   |
|           | Item 2                | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10     |   |
|           |                  |                                                                                        |   |   |
|           | Item 3                | Quantitative and Qualitative Disclosures Regarding Market Risk                              | 11     |   |
|           |                  |                                                                                        |   |   |
|           | Item 4T               | Controls and Procedures                                                                     | 11     |   |
|           |                  |                                                                                        |   |   |
| PART II        | Other Information     |                                                                                        |   |
|           |                  |                                                                                        |   |   |
|           | Item 1                | Legal Proceedings                                                                           | 11     |   |
|           |                  |                                                                                        |   |   |
|           | Item 1A               | Risk Factors                                                                                | 12     |   |
|           |                  |                                                                                        |   |   |
|           | Item 2                | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 12     |   |
|           |                  |                                                                                        |   |   |
|           | Item 3                | Defaults upon Senior Securities                                                             | 12     |   |
|           |                  |                                                                                        |   |   |
|           | Item 4                | Submission of Matters to a Vote of Security Holders                                         | 12     |   |
|           |                  |                                                                                        |   |   |
|           | Item 5                | Other Information                                                                           | 12     |   |
|           |                  |                                                                                        |   |   |
|           | Item 6                | Exhibits                                                                                    | 12     |   |
|           |                  |                                                                                        |   |   |
| Signatures     |                  |                                                                                        | 12     |   |
|           |                  |                                                                                        |   |   |
| Certifications |                  |                                                                                        |   |   |

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Item 1 Financial Statements

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|                                                                                                                                                                                                                  |   | SEPTEMBER 30, 2010 |        |   | DECEMBER 31, 2009 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-------------|--------|-------------------|--------|
|                                                                                                                                                                                                                  |   | (UNAUDITED)        |        |   |              |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |
| ASSETS                                                                                                                                                                                                                |   |               |        |   |              |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |
| CURRENT ASSETS:                                                                                                                                                                                                       |   |               |        |   |              |   |
| Cash                                                                                                                                                                                                                  |   | $                  | 10,836      |   |              | $      | 24,699 |   |
| Prepaid Expenses                                                                                                                                                                                                      |   |               | 106,350     |   |              |   | 122,303 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| TOTAL ASSETS                                                                                                                                                                                                          |   | $                  | 117,186     |   |              | $      | 147,002 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                            |   |               |        |   |              |   |   |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| CURRENT LIABILTIES:                                                                                                                                                                                                   |   |               |        |   |              |   |   |   |
| Accounts Payable                                                                                                                                                                                                      |   | $                  | —     |   |              | $      | 750 |   |
| Accrued Expenses and Other Current Liabilities                                                                                                                                                                        |   |               | 25,000      |   |              |   | 54,699 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| TOTAL CURRENT LIABILITIES                                                                                                                                                                                             |   |               | 25,000      |   |              |   | 55,449 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| STOCKHOLDERS’ EQUITY:                                                                                                                                                                                           |   |               |        |   |              |   |   |   |
| Preferred Stock, $.01 Par Value; 5,000,000 Shares Authorized; 38,000 Shares of Series A Convertible Preferred Stock Issued and Outstanding at September 30, 2010 and None Issued and Outstanding at December 31, 2009 |   |               | 380         |   |              |   | — |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| Common Stock, $.01 Par Value; 75,000,000 Shares Authorized; 1,932,788 Shares Issued and Outstanding at September 30, 2010 and 200,435 Shares Issued and Outstanding at December 31, 2009                              |   |               | 19,328      |   |              |   | 2,004 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| Additional Paid-In Capital                                                                                                                                                                                            |   |               | 37,302,071  |   |              |   | 37,219,776 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| Accumulated Deficit                                                                                                                                                                                                   |   |               | (37,229,593 | )      |              |   | (37,130,227 | ) |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| TOTAL STOCKHOLDERS’ EQUITY                                                                                                                                                                                      |   |               | 92,186      |   |              |   | 91,553 |   |
|                                                                                                                                                                                                                  |   |               |        |   |              |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                      |   | $                  | 117,186     |   |              | $      | 147,002 |   |

----

|                                                                                                                          |   | For the three monthsended September 30, |      |   | For the nine months ended September 30, |   |
|-------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|-----------|--------|----------------------------------------------|--------|
|                                                                                                                          |   | 2010                                    |      |   | 2009                                         |   |   | 2010 |   |   | 2009 |   |
| REVENUES                                                                                                                      |   | $                                       | —   |   |                                         | $      | — |   |   | $ | — |   |   | $ | — |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                                                                  |   |                                    | 25,542    |   |                                         |   | 30,220 |   |   |   | 99,359 |   |   |   | 95,576 |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
| STOCK-BASED COMPENSATION EXPENSE                                                                                              |   |                                    | —   |   |                                         |   | 31,723 |   |   |   | — |   |   |   | 190,258 |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
| OTHER INCOME (EXPENSES):                                                                                                      |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
|     Losses from Equity Investee                                                                           |   |                                    | —   |   |                                         |   | (108,856 | ) |   |   |   |   |   |   | (399,806 | ) |
|     Gain on termination of interest in Equity Investee                                                    |   |                                    | —   |   |                                         |   | 926,451 |   |   |   | (15 | ) |   |   | 926,451 |   |
|     Interest Expense                                                                                      |   |                                    | —   |   |                                         |   | (28 | ) |   |   | (15 | ) |   |   | (208 | ) |
|     Interest Income                                                                                       |   |                                    | 3         |   |                                         |   | 6 |   |   |   | 8 |   |   |   | 254 |   |
|               TOTAL OTHER INCOME (EXPENSES) – NET |   |                                    | 3         |   |                                         |   | 817,573 |   |   |   | (7 | ) |   |   | 526.691 |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                                                                                             |   |                                    | (25,539   | )      |                                         |   | 755,630 |   |   |   | (99,366 | ) |   |   | 240,857 |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS) PER COMMON SHARE – BASIC AND DILUTED                                                                  |   | $                                       | (0.01     | )      |                                         | $      | 3.77 |   |   | $ | (0.05 | ) |   | $ | 1.20 |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                          |   |                                    |      |   |                                         |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED                                           |   |                                    | 1,085,844 |   |                                         |   | 200,435 |   |   |   | 498,815 |   |   |   | 200,435 |   |

----

|                                                                                                                                        |   | FOR THE NINE MONTHS ENDEDSEPTEMBER 30 |   |
|---------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|--------|
|                                                                                                                                        |   | 2010                                  |   |   |   | 2009 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                       |   |                                  |   |   |   |   |   |
| Net income (loss)                                                                                                                           | $      | (99,366                               | )      |   | $ | 240,857 |   |
|     Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:                                |   |                                  |   |   |   |   |   |
|            Losses from Equity Investee                                               |   | —                               |   |   |   | 399,806 |   |
|            Selling, General and Administrative Expenses Paid by Equity Investee |   | —                               |   |   |   | 59,900 |   |
|           Gain on termination of interest in Equity Investee                              |   | —                               |   |   |   | (926,451 | ) |
|           Depreciation and Amortization                                                   |   | —                               |   |   |   | 760 |   |
|           Loss on disposal of property and equipment                                      |   | —                               |   |   |   | 380 |   |
|           Share-Based Compensation Expense                                                |   | —                               |   |   |   | 190,258 |   |
| Changes in Operating Assets and Liabilities:                                                                                                |   |                                  |   |   |   |   |   |
|         Prepaid Expenses                                                                            |   | 15,952                                |   |   |   | 14,231 |   |
|         Accounts Payable                                                                            |   | (750                                  | )      |   |   | 6,760 |   |
|         Accrued Expenses and Other Current Liabilities                                              |   | (29,699                               | )      |   |   | (31,228 | ) |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
|                 NET CASH USED IN OPERATING ACTIVITIES       |   | (113,863                              | )      |   |   | (44,727 | ) |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
| CASH PROVIDED BY FINANCING ACTIVITIES:                                                                                                      |   |                                  |   |   |   |   |   |
|        Sale of Series A Convertible Preferred Stock                                                      |   | 100,000                               |   |   |   | — |   |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
| NET DECREASE IN CASH                                                                                                                        |   | (13,863                               | )      |   |   | (44,727 | ) |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
| CASH AT BEGINNING OF PERIOD                                                                                                                 |   | 24,699                                |   |   |   | 118,468 |   |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
| CASH AT END OF PERIOD                                                                                                                       | $      | 10,836                                |   |   | $ | 73,741 |   |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                                      |   |                                  |   |   |   |   |   |
|          Cash Paid During the Period for Interest                                              | $      | 15                                    |   |   | $ | 208 |   |
|                                                                                                                                        |   |                                  |   |   |   |   |   |
| SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:                                                                                |   |                                  |   |   |   |   |   |
|          Conversion of Preferred Stock to Common Stock                                    | $      | 17,324                                |   |   | $ | — |   |

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| NOTE A - | DESCRIPTION OF BUSINESS AND SUMMARY OF SELECTED ACCOUNTING POLICIES - |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------|-----------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|     | Description of Business:                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                  | IFLI Acquisition Corp., formerly International Fight League, Inc., (“Company”) was incorporated in the State of Delaware on May 8, 1992.  The Company’s offices are located in Oakland Park, Florida.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|     |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|     |                                                                  | Effective January 15, 2010, the Company completed the liquidation of its wholly- owned subsidiary in accordance with the terms of the subsidiary’s bankruptcy proceedings.  The Company presently has no business operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|     |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|     | Basis of Presentation:                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                  | The accompanying condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. The condensed balance sheet as of December 31, 2009 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. |   |
|     |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|     |                                                                  | Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these condensed interim financial statements.  The Company believes the disclosures presented are adequate to make the information not misleading.                                                                                                                                                                                                                                                                                                                                         |   |
|     |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|     |                                                                  | These interim financial statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results of operations expected for the full year ended December 31, 2010. These financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended December 31, 2009.                                                                                                                                                             |   |
|     |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|     | Going Concern:                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                  | The Company has suffered recurring losses, has no current revenue producing operations, and will continue to incur operating expenses in the future.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management is presently seeking acceptable merger or acquisition candidates. The accompanying condensed interim financial statements have been prepared on the basis of a going concern, and do not reflect any adjustments from an alternative assumption.                                                                                                                                                                          |   |

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|   | Use of Estimates:                     |
|--------|---------------------------------------|
|   |                                  | The presentation 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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from the estimates and assumptions used in preparing the financial statements. |
|   |                                  |   |
|   | Fair Value of Assets and Liabilities: |
|   |                                  | The carrying amounts of the Company’s assets and liabilities at September 30, 2010 and December 31, 2009 approximate fair value. |
|   |                                  |   |
|   | Equity Method:                        |
|   |                                  | Generally accepted accounting principles require that the investment in the investee be reported using the equity method when an investor corporation can exercise significant influence over the operations and financial policies of an investee corporation. When the equity method of accounting is used, the investor initially records the investment in the stock of an investee at cost. The investment account is then adjusted to recognize the investor’s share of the income or losses of the investee after the date of acquisition when it is earned by the investee.  Such amounts are included when determining the net income of the investor in the period they are reported by the investee. |
|   |                                  |   |
|   | Income Taxes:                         |
|   |                                  | Income taxes are determined based upon income and expenses recorded for financial reporting purposes.  Deferred taxes are recorded for estimated future tax effects of differences between the basis of assets and liabilities for financial reporting and income tax purposes giving consideration to enacted tax laws.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. |
|   |                                  |   |
|   | Earnings (Loss) Per Share:            |
|   |                                  | Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period.  Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued.  The potentially dilutive securities have been excluded from the calculation because their effect would be anti-dilutive. |
|   |                                  |   |
|   | Stock-Based Compensation:             |
|   |                                  | We measure the cost of employee or service provider services received in exchange for an award of equity instruments based on the grant-date fair value of the award.  That cost is recognized over the period during which an employee or service provider is required to provide service in exchange for the reward. |
|   |                                  |   |
|   |                                  | The Company uses the Black-Scholes option pricing method to measure the fair value of options granted to employees and service providers. |

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| NOTE B - | PREPAID EXPENSES –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | Prepaid expenses consist of officers’ and directors’ errors and omission insurance. Costs are amortized ratably over the respective terms of the policies using the straight line method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| NOTE C - | INCOME TAXES –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | At September 30 2010, the Company has a net operating loss carry-forward of approximately $1.38 million. The ultimate utilization of the net operating loss resulting from the change in majority ownership, which has no effect on the condensed interim financial statements at September 30, 2010, has not been determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| NOTE D - | LOSS FROM EQUITY INVESTEE –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | At September 30, 2009, the Company included $399,806 loss from operations of its previously consolidated subsidiary. The subsidiary was deconsolidated as a result of a loss of control in connection with the bankruptcy filing of the subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| NOTE E - | SALE OF PREFERRED STOCK –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | On January 11, 2010, the Company sold 730,941 shares of its Series A Convertible Preferred Stock (the “Preferred Stock”) to Insurance Marketing Solutions, LLC, a Florida limited liability corporation (“IMS”), pursuant to the terms of a stock purchase agreement (the “Agreement”). Mr. C. Leo Smith was then and is currently the sole and Managing Member of IMS, and is currently also the sole officer and director of the Company.  Pursuant to the terms of the Agreement, IMS acquired the shares of Preferred Stock in consideration of $100,000.                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | Each share of Preferred Stock is convertible into 2.5 shares of the Company’s common stock (the “Common Stock”) and is entitled to 2.5 votes on all transactions submitted to the stockholders of the Company. In addition, in connection with any vote or written consent with respect to the election of directors of the Company, the holders of record of the shares of Preferred Stock, and as a separate class, are entitled to elect the majority of directors of the Company. Accordingly, the holders of Preferred Stock possess control over the Company.                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | During August and September 2010, 672,941 outstanding shares of the Company’s Series ‘A’ Convertible Preferred Stock, $.01 par value, were converted by shareholders into 1,682,353 post one (1) for four hundred (400) reverse split shares of the Company’s Common Stock, $.01 par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | At September 30, 2010, 38,000 shares of Preferred Stock were issued and outstanding. In the event that all of these shares of Preferred Stock were to be converted into shares of Common Stock, the Company would be required to issue an additional 95,000 shares of Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| NOTE F - | REVERSE STOCK SPLIT –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | On July 8, 2010, the Company amended and restated its Certificate of Incorporation to (a) effect a one (1) for four hundred (400) reverse split of the outstanding shares of Common Stock, and (b) decrease the authorized shares of Common Stock from 150,000,000 shares to 75,000,000 shares, par value $.01 per share, and (c) increase the authorized shares of Preferred Stock from 1,000,000 shares to 5,000,000 shares, par value $.01 per share, and (d) change the name of the Company to “IFLI Acquisition Corp.” Each four hundred (400) shares of Common Stock outstanding at 4:00 P.M. EDT on June 30, 2010 are deemed to be one (1) share of Common Stock of the Company. Fractional shares have been rounded up to the next whole share. All share and per share amounts have been restated to reflect the above referenced actions. |

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| NOTE G - | STOCK OPTIONS –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|     | At January 1, 2010, the Company had 651,619 options outstanding to purchase common stock, relating to the previously adopted 2006 Equity Incentive Plan. All remaining options were cancelled during the three months ended March 31, 2010.  In connection with grants of options issued under the Plan, compensation costs of $0 and $94,815 were charged against operations for the nine months ended September 30, 2010 and 2009, respectively. On April 12, 2010, all outstanding stock options expired.                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| NOTE H - | WARRANTS –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|     | At September 30, 2010, the Company had 36,528 stock purchase warrants outstanding entitling holders to purchase the same number of shares of Common Stock at prices from $120.00 to $500.00 per share. All costs for the issuance of these warrants have been recognized in prior periods therefore no charges were recognized during the nine months ended September 30, 2010.                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| NOTE I - | RESTRICTED STOCK –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|     | The fair value of restricted stock awards is determined based upon the number of shares awarded and the quoted price of our common stock on the date of the grant.  The fair value of the award is recognized as an expense over the service or investing period, net of forfeiture, using the straight-line method under GAAP. Because the Company does not have historical data on forfeitures and has made only one grant of restricted stock, forfeitures are calculated based upon the actual forfeitures, not estimates or assumptions.  Compensation expense in connection with the restricted stock awards amounted to $0 and $95,443 for the nine months ended September 30, 2010 and 2009, respectively. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|     | All 125,000 shares of the previously issued award were vested at September 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| NOTE J   | SUBSEQUENT EVENTS –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|     | Management has evaluated the adequacy of the financial statement disclosures subsequent to the condensed interim balance sheet date through the filing date of this report and have no additional events to report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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

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Item 3 Quantitative and Qualitative Disclosure Regarding Market Risk

Item 4 Controls and Procedures

PART II-OTHER INFORMATION

Item 1 Legal Proceedings

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Item 1A Risk Factors

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

Item 3 Defaults upon Senior Securities

Item 4 Submission of Matters to a Vote of Security Holders

Item 5 Other Information

Item 6 Exhibits

SIGNATURES

|                   | IFLI Acquisition Corp. |
|------------------------|------------------------|
|                   |                   |   |
|                   | By:                    | /s/ C. Leo Smith |
|                   |                   | C. Leo Smith, Principal Executive Officer and Principal Financial Officer |
|                   |                   |   |
| Date: November 1, 2010 |                   |   |

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| Exhibits |   |                                                                                                                                                                                      |
|----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                      |
| 31.1     |   | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                |
|     |   |                                                                                                                                                                                      |
| 31.1     |   | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                |
|     |   |                                                                                                                                                                                      |
| 32.1     |   | Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

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