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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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IFLI
ACQUISITION CORP.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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04-2893483
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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3960
N Andrews Avenue
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Oakland
Park, Florida
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33309
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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(561)
420-0577
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(Registrant’s
Telephone Number, including Area Code)
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(Former
Name, former Address and former Fiscal Year, if
changed since last Report)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Page
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1
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8
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9
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9
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10
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10
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10
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10
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10
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10
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10
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10
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11
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Exhibit
31.1
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Exhibit
32.1
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JUNE
30,
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DECEMBER
31,
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2011
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2010
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(UNAUDITED)
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ASSETS
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CURRENT
ASSETS:
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Cash
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$ | 4,023 | $ | 151 | ||||
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Prepaid
Expenses
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90,398 | 101,033 | ||||||
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TOTAL
CURRENT ASSETS
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$ | 94,421 | $ | 101,184 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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CURRENT
LIABILITIES:
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Accounts
Payable
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$ | 14,236 | $ | 13,390 | ||||
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Accrued
Expenses and Other Current Liabilities
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17,500 | 27,500 | ||||||
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Loan
Payable
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45,000 | — | ||||||
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TOTAL
CURRENT LIABILITIES
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76,736 | 40,890 | ||||||
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STOCKHOLDERS’
EQUITY:
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Preferred
Stock, $.01 Par Value; 5,000,000 Shares Authorized;
No Shares of Series A Convertible Preferred Stock
Issued and Outstanding at June 30, 2011 and 18,000
Shares Issued and Outstanding at December 31,
2010
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— | 180 | ||||||
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Common
Stock, $.01 Par Value; 75,000,000 Shares Authorized;
2,027,788 Shares Issued and Outstanding
at June 30, 2011 and 1,982,788 Shares
Issued and Outstanding at December 31,
2010
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20,278 | 19,828 | ||||||
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Additional
Paid-In Capital
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37,301,541 | 37,301,772 | ||||||
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Accumulated
Deficit
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(37,304,134 | ) | (37,261,486 | ) | ||||
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TOTAL
STOCKHOLDERS’ EQUITY
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17,685 | 60,294 | ||||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 94,421 | $ | 101,184 | ||||
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FOR
THE THREE MONTHS
ENDED
JUNE 30,
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FOR
THE SIX MONTHS
ENDED
JUNE 30,
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2011
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2010
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2011
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2010
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REVENUES
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$ | — | $ | — | $ | — | $ | — | ||||||||
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SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
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25,820 | 28,162 | 42,513 | 73,818 | ||||||||||||
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OTHER
INCOME (EXPENSES):
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Interest
Expense
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(90 | ) | — | (135 | ) | (15 | ) | |||||||||
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Interest
Income
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— | 5 | — | 5 | ||||||||||||
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TOTAL
OTHER INCOME (EXPENSES) – NET
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(90 | ) | 5 | (135 | ) | (10 | ) | |||||||||
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NET
LOSS
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$ | (25,910 | ) | $ | (28,157 | ) | $ | (42,648 | ) | $ | (73,828 | ) | ||||
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NET
LOSS PER COMMON SHARE – BASIC AND
DILUTED
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$ | (0.01 | ) | $ | (0.14 | ) | $ | (0.02 | ) | $ | (0.37 | ) | ||||
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
–BASIC AND DILUTED
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2,017,458 | 200,435 | 2,000,219 | 200,435 | ||||||||||||
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FOR
THE
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SIX
MONTHS ENDED
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JUNE
30
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2011
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2010
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
Loss
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$ | (42,648 | ) | $ | (73,828 | ) | ||
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Changes
in Operating Assets and Liabilities:
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Prepaid
Expenses
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10,635 | 10,635 | ||||||
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Accounts
Payable
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846 | (750 | ) | |||||
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Proceeds
From Loan Payable
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45,000 | — | ||||||
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Accrued
Expenses and Other Current Liabilities
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(10,000 | ) | (34,699 | ) | ||||
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NET
CASH PROVIDED BY OPERATING ACTIVITIES
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3,833 | (98,642 | ) | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Sale
of Series A Convertible Preferred Stock
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— | 100,000 | ||||||
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Refund
of S-1 Overpayment
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39 | — | ||||||
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NET
CASH PROVIDED BY FINANCING ACTIVITIES
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39 | 100,000 | ||||||
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NET
INCREASE IN CASH
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3,872 | 1,358 | ||||||
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CASH
AT BEGINNING OF PERIOD
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151 | 24,699 | ||||||
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CASH
AT END OF PERIOD
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$ | 4,023 | $ | 26,057 | ||||
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
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Cash
Paid During the Period for Interest
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$ | — | $ | 15 | ||||
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NOTE
A -
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DESCRIPTION
OF BUSINESS AND SUMMARY OF SELECTED ACCOUNTING
POLICIES -
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Description
of Business:
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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.
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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.
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Basis
of Presentation:
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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 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, 2010 was
derived from the Company’s audited financial
statements but does not include all disclosures
required by GAAP.
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Certain
information and footnote disclosures normally
included in financial statements prepared in
accordance with GAAP have been omitted from these
condensed interim financial statements. The Company
believes the disclosures presented are adequate to
make the information not misleading.
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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 and six months ended June 30, 2011 are
not necessarily indicative of the results of
operations expected for the full year ended December
31, 2011. These interim financial statements should
be read in conjunction with the Company’s
audited financial statements and accompanying notes
for the year ended December 31, 2010.
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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.
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Going
Concern:
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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:
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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.
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Fair
Value of Assets and Liabilities:
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The
carrying amounts of the Company’s assets and
liabilities at June 30, 2011 and December 31, 2010
approximate fair value.
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Income
Taxes:
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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.
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Earnings
(Loss) Per Share:
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Basic
earnings (loss) per share is 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 is
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.
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NOTE
B -
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PREPAID
EXPENSES –
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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.
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NOTE
C -
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DEMAND
LOAN OBLIGATION –
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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. In May
2011, the Company entered into an interest-free,
demand loan agreement with Amerifirst Trading
Corp. to increase that loan agreement to $75,000
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 June 30,
2011, $45,000 of the $75,000 principal amount of
that loan has been funded and advanced to the
Company.
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NOTE
D -
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INCOME
TAXES –
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At
June 30, 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 June 30, 2011,
has not been determined.
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NOTE
E -
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SALE
OF PREFERRED STOCK –
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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 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.
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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 former holders of
Preferred Stock possess control over the
Company.
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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. During April and
May 2011, 18,000 shares of the Company’s
Series ‘A’ Convertible Preferred Stock,
$.01 par value, were converted by stockholders into
45,000 shares of the Company’s Common Stock,
$.01 par value. Accordingly, at June 30,
2011, no shares of the Company’s Series
‘A’ Convertible Preferred Stock, $ .01
par value, remained issued and outstanding.
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NOTE
F -
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REVERSE
STOCK SPLIT –
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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.
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NOTE
G -
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STOCK
OPTIONS –
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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.
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NOTE
H -
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WARRANTS
–
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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 six months ended June 30,
2011 or during 2010.
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NOTE
I -
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RESTRICTED
STOCK –
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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.
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NOTE
J -
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SUBSEQUENT
EVENTS –
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The
Company has evaluated the need to disclose events
subsequent to the balance sheet date through the
filing date of this Form 10-Q and have no events to
report.
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IFLI
Acquisition Corp.
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By:
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/s/
C. Leo Smith
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C.
Leo Smith, Principal Executive Officer and Principal
Financial Officer
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Date:
August 09, 2011
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Exhibits
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31.1
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Certification
of the Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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32.1
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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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