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

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

| 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)                         |
|                                                                               |
|                                                                               |
| (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 |
|---------------------------|---------------------|-------------------------|-----------------------------|

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|       |     |                                                                                        | Page    |
|------------|----------|---------------------------------------------------------------------------------------------|---------|
|       |     |                                                                                        |    |   |
| PART I     |     | Financial Information                                                                       |    |   |
|       |     |                                                                                        |    |   |
|       | Item 1.  | Financial Statements                                                                        | 1       |   |
|       |     |                                                                                        |    |   |
|       | Item 2.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8       |   |
|       |     |                                                                                        |    |   |
|       | Item 3.  | Qualitative and Quantitative Disclosures About Market Risk                                  | 9       |   |
|       |     |                                                                                        |    |   |
|       | Item 4.  | Controls and Procedures                                                                     |  9 |   |
|       |     |                                                                                        |    |   |
|       | Item 4T. | Controls and Procedures                                                                     | 9       |   |
|       |     |                                                                                        |    |   |
| PART II    |     | Other Information                                                                           |    |   |
|       |     |                                                                                        |    |   |
|       | Item 1.  | Legal Proceedings                                                                           | 10      |   |
|       |     |                                                                                        |    |   |
|       | Item 1A. | Risk Factors                                                                                | 10      |   |
|       |     |                                                                                        |    |   |
|       | Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 10      |   |
|       |     |                                                                                        |    |   |
|       | Item 3.  | Defaults Upon Senior Securities                                                             | 10      |   |
|       |     |                                                                                        |    |   |
|       | Item 4.  | (Removed and Reserved)                                                                      | 10      |   |
|       |     |                                                                                        |    |   |
|       | Item 5.  | Other Information                                                                           | 10      |   |
|       |     |                                                                                        |    |   |
|       | Item 6.  | Exhibits                                                                                    | 10      |   |
|       |     |                                                                                        |    |   |
| Signatures |     |                                                                                        | 10      |   |

----

----

|                                                                                                                                                                                                |   | MARCH 31,   |        |   | DECEMBER 31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|-------------|--------|--------------|--------|
|                                                                                                                                                                                                |   | 2011        |        |   | 2010         |   |
|                                                                                                                                                                                                |   | (UNAUDITED) |        |   |         |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |
| ASSETS                                                                                                                                                                                              |   |
|                                                                                                                                                                                                |   |
| CURRENT ASSETS:                                                                                                                                                                                     |   |        |        |   |         |   |
| Cash                                                                                                                                                                                                |   | $           | 8,701       |   |         | $      | 151 |   |
| Prepaid Expenses                                                                                                                                                                                    |   |        | 95,715      |   |         |   | 101,033 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| TOTAL CURRENT ASSETS                                                                                                                                                                                |   | $           | 104,416     |   |         | $      | 101,184 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                          |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| CURRENT LIABILITIES:                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| Accounts Payable                                                                                                                                                                                    |   | $           | 8,361       |   |         | $      | 13,390 |   |
| Accrued Expenses and Other Current Liabilities                                                                                                                                                      |   |        | 17,500      |   |         |   | 27,500 |   |
| Demand Loan Payable                                                                                                                                                                                 |   |        | 35,000      |   |         |   | — |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| TOTAL CURRENT LIABILITIES                                                                                                                                                                           |   |        | 60,861      |   |         |   | 40,890 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| STOCKHOLDERS’ EQUITY:                                                                                                                                                                         |   |        |        |   |         |   |   |   |
| Preferred Stock, $.01 Par Value; 5,000,000 Shares Authorized; 18,000 Shares of Series ‘A’ Convertible Preferred Stock Issued and Outstanding at March 31, 2011 and at December 31, 2010 |   |        | 180         |   |         |   | 180 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| Common Stock, $.01 Par Value; 75,000,000 Shares Authorized: 1,982,788 Shares Issued and Outstanding at March 31, 2011 and at December 31, 2010                                                      |   |        | 19,828      |   |         |   | 19,828 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| Additional Paid-In Capital                                                                                                                                                                          |   |        | 37,301,772  |   |         |   | 37,301,772 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| Accumulated Deficit                                                                                                                                                                                 |   |        | (37,278,225 | )      |         |   | (37,261,486 | ) |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| TOTAL STOCKHOLDERS’ EQUITY                                                                                                                                                                    |   |        | 43,555      |   |         |   | 60,294 |   |
|                                                                                                                                                                                                |   |        |        |   |         |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                    |   | $           | 104,416     |   |         | $      | 101,184 |   |

----

|                                                                                      |   | FOR THE THREE MONTHSENDED MARCH 31, |      |
|-------------------------------------------------------------------------------------------|--------|-------------------------------------|-----------|
|                                                                                      |   | 2011                                |      |   | 2010 |   |
| REVENUES                                                                                  |   | $                                   | —   |   |   | $ | — |   |
|                                                                                      |   |                                |      |   |   |   |   |   |
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                              |   |                                | 16,694    |   |   |   | 45,656 |   |
|                                                                                      |   |                                |      |   |   |   |   |   |
| OTHER EXPENSES:                                                                           |   |                                |      |   |   |   |   |   |
| Interest Expense                                                                          |   |                                | (45       | ) |   |   | (15 | ) |
| TOTAL OTHER EXPENSES                                                                      |   |                                | (45       | ) |   |   | (15 | ) |
|                                                                                      |   |                                |      |   |   |   |   |   |
| NET LOSS                                                                                  |   |                                | (16,739   | ) |   |   | (45,671 | ) |
|                                                                                      |   |                                |      |   |   |   |   |   |
| NET LOSS PER COMMON SHARE – BASIC AND DILUTED                                       |   | $                                   | (0.01     | ) |   | $ | (0.23 | ) |
|                                                                                      |   |                                |      |   |   |   |   |   |
|                                                                                      |   |                                |      |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING –  BASIC AND DILUTED |   |                                | 1,982,788 |   |   |   | 200,435 |   |

----

|                                                                                      |   | FOR THETHREE MONTHS ENDEDMARCH 31, |    |
|-------------------------------------------------------------------------------------------|--------|------------------------------------|---------|
|                                                                                      |   |                               | 2011    |   |   |   | 2010 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                     |   |                               |    |   |   |   |   |   |
| Net loss                                                                                  |   | $                                  | (16,739 | ) |   | $ | (45,671 | ) |
| Adjustments to Reconcile Net Loss to Net Cash Provided by (Used In) Operating Activities: |   |                               |    |   |   |   |   |   |
| Changes in Operating Assets and Liabilities:                                              |   |                               |    |   |   |   |   |   |
| Prepaid Expenses                                                                          |   |                               | 5,319   |   |   |   | 5,318 |   |
| Accounts Payable                                                                          |   |                               | (5,030  | ) |   |   | (100) |   |
| Accrued Expenses and Other Current Liabilities                                            |   |                               | (10,000 | ) |   |   | (29,699 | ) |
| Demand Loan Payable                                                                       |   |                               | 35,000  |   |   |   | — |   |
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                       |   |                               | 8,550   |   |   |   | (70,152 | ) |
|                                                                                      |   |                               |    |   |   |   |   |   |
| CASH PROVIDED BY FINANCING ACTIVITIES:                                                    |   |                               |    |   |   |   |   |   |
| Sale of Series A Convertible Preferred Stock                                              |   |                               | — |   |   |   | 100,000 |   |
|                                                                                      |   |                               |    |   |   |   |   |   |
| NET INCREASE IN CASH                                                                      |   |                               | 8,550   |   |   |   | 29,848 |   |
|                                                                                      |   |                               |    |   |   |   |   |   |
| CASH AT BEGINNING OF PERIOD                                                               |   |                               | 151     |   |   |   | 24,699 |   |
|                                                                                      |   |                               |    |   |   |   |   |   |
| CASH AT END OF PERIOD                                                                     |   | $                                  | 8,701   |   |   | $ | 54,547 |   |
|                                                                                      |   |                               |    |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                         |   |                               |    |   |   |   |   |   |
| Cash Paid During the Period for Interest                                                  |   | $                                  | 45      |   |   | $ | 15 |   |

----

| NOTE A - | DESCRIPTION OF BUSINESS AND SUMMARY OF SELECTED ACCOUNTING POLICIES - |
|----------|-----------------------------------------------------------------------|
|     |                                                                  |   |
|     | Description of Business:                                              |
|     |                                                                  | IFLI Acquisition Corp., formerly International Fight League, Inc. (the “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 March 31, 2011 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 months ended March 31, 2011 are not necessarily indicative of the results of operations expected for the full year ended December 31, 2011. These financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended December 31, 2010. |
|     |                                                                  |   |
|     |                                                                  | On July 8, 2010, the Company’s stockholders approved a 1:400 reverse stock split of the Company’s Common Stock (see Note F). All of the share and per share amounts discussed in this Quarterly Report on Form 10-Q have been adjusted to reflect the effect of this reverse split. |
|     |                                                                  |   |
|     | 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. |
|     |                                                                  |   |
|     | 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 March 31, 2011 and December 31, 2010 approximate fair value. |

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|     | 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. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| NOTE B - | PREPAID EXPENSES –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | Prepaid expenses consist of officers’ and directors’ errors and omission insurance. Costs are amortized ratably over the term of the policy using the straight line method.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| NOTE C - | DEMAND LOAN OBLIGATION –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | In January, 2011, the Company entered into an interest-free, demand loan agreement with Amerifirst Trading Corp. to borrow up to $50,000 to fund the Company’s operations. Amerifirst Trading Corp. is controlled by the Company’s sole officer and director, Mr. C. Leo Smith. As of March 31, 2011, $35,000 of the $50,000 original principal amount of that loan has been funded and advanced to the Company.                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| NOTE D - | INCOME TAXES –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | At March 31, 2011, the Company has a net operating loss carry-forward of approximately $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 March 31, 2011, has not been determined.                                                                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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 the Series ‘A’ Preferred Stock 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, September and November 2010, 712,941 outstanding shares of the Company’s Series ‘A’ Convertible Preferred Stock, $.01 par value, were converted by stockholders into 1,782,353 shares of the Company’s Common Stock, $.01 par value.                                                                                                                                                                                                                                                                                                                                                              |

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| NOTE E - | SALE OF PREFERRED STOCK – (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | At March 31, 2011, 18,000 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 45,000 shares of Common Stock. The Preferred Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or qualified under any applicable state securities law, as amended, and may not be sold, transferred, assigned, or pledged except as permitted under the Securities Act or applicable state securities law.                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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 were 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. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| NOTE G - | STOCK OPTIONS –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | At January 1, 2010, the Company had 1,629 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. 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 three months ended March 31, 2011 or during 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 (1) grant of restricted stock, forfeitures are calculated based upon the actual forfeitures, not estimates or assumptions. There was no compensation expense in connection with the restricted stock awards during 2011 or 2010, as all of the shares of the previously issued award were vested. Three hundred thirteen (313) shares of such restricted stock are currently outstanding.                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| NOTE J - | SUBSEQUENT EVENTS –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | During April 2011, 10,000 outstanding shares of the Company’s Preferred Stock, $.01 par value, were converted by a shareholder into 25,000 shares of the Company’s Common Stock, $.01 par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

----

Item 4. Controls and Procedures

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|              | IFLI Acquisition Corp. |
|-------------------|------------------------|
|              |                   |   |
|              | By:                    | /s/ C. Leo Smith |
|              |                   | C. Leo Smith, Principal Executive Officer and Principal Financial Officer |
|              |                   |   |
| Date: May 9, 2011 |                   |   |

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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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