UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2014
or
 
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________________ to _______________

Commission File Number 333-183814
 

LIFE STEM GENETICS INC.
(Exact name of registrant as specified in its charter)

 
Nevada
 
N/A
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
     
433 North Camden Drive, Suite 400, Beverly Hills, CA
 
90210
(Address of principal executive offices)
 
(Zip Code)
 
(310) 279-5234
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [  ] NO
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] YES [X] NO
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer [  ]
 
Accelerated filer [  ]
 
Non-accelerated filer [  ]  (Do not check if a smaller reporting company)
 
Smaller reporting company [X]
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [  ] YES [X] NO
 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
45,837,500 common shares issued and outstanding as of May 6, 2014.

 
 
 
 
TABLE OF CONTENTS
 

PART I—FINANCIAL INFORMATION
 
   
Item 1.  Financial Statements.
3
   
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
13
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
21
   
Item 4.  Controls and Procedures
21
   
PART II—OTHER INFORMATION
 
   
Item 1.  Legal Proceedings
21
   
Item 1A.  Risk Factors
21
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
22
   
Item 3.  Defaults Upon Senior Securities
22
   
Item 4.  Mine Safety Disclosures
22
   
Item 5.  Other Information
22
   
Item 6.  Exhibits
22
   
SIGNATURES
24

 
 
 
 
 
 

 
2
 
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Our unaudited interim financial statements for the three and nine month periods ended March 31, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
 
 
 

 
3
 

LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(unaudited)


   
March 31,
   
June 30,
 
   
2014
   
2013
 
ASSETS
           
             
Current assets:
           
Cash
  $ 35,730     $ 192  
Prepaid Expenses, including $226,849 prepaid expenses - related party
    230,038       -  
     Total current assets
    265,768       192  
                 
Equipment, net
    1,136       -  
Capitalized software development costs
    300,000       -  
                 
     Total assets
  $ 566,904     $ 192  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable and Accrued Expenses
  $ 14,538     $ -  
Accounts payable - related party
    176,228       120,000  
Accrued executive compensation - related party
    18,375       15,000  
Notes payable - related party
    8,616       4,329  
     Total current liabilities
    217,757       139,329  
                 
     Total liabilities
    217,757       139,329  
                 
Stockholders' equity:
               
Common stock, $0.001 par value, 250,000,000 shares
               
authorized, 45,837,500 and 26,422,500 shares issued and outstanding
    45,838       26,423  
Additional paid in capital
    1,005,162       (15,423 )
Common stock payable
    -       -  
Retained earnings
    (701,853 )     (150,137 )
     Total stockholders' equity
    349,147       (139,137 )
                 
     Total liabilities and stockholders' equity
  $ 566,904     $ 192  




See Accompanying Notes to Consolidated Financial Statements.
 
 
4
 
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 

   
For the three
   
For the three
   
For the nine
   
November 30, 2012
   
November 30, 2012
 
   
months ended
   
months ended
   
months ended
   
(Inception) to
   
(Inception) to
 
   
March 31,
   
March 31,
   
March 31,
   
March 31,
   
March 31,
 
   
2014
   
2013
   
2014
   
2013
   
2014
 
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating expenses:
                                       
General and administrative
    8,150       1,223       25,374       2,873       30,511  
Professional fees
    45,527       85,000       211,765       20,000       221,765  
Professional fees - related party
    123,151       -       292,086       70,000       412,086  
Executive compensation - related party
    7,500       7,500       22,500       7,500       37,500  
     Total operating expenses
    184,328       93,723       551,725       100,373       701,862  
                                         
Other Income (Expense)
                                       
Interest Income
    6       -       9       -       9  
     Total Other Income (Expense)
    6       -       9       -       9  
                                         
Loss before provision for income taxes
    (184,322 )     (93,723 )     (551,716 )     (100,373 )     (701,853 )
Provision for income taxes
    -       -       -       -       -  
                                         
Net (loss)
  $ (184,322 )   $ (93,723 )   $ (551,716 )   $ (100,373 )   $ (701,853 )
                                         
                                         
Weighted average number of common shares outstanding – basic and diluted
    45,059,722       15,453,168       39,344,380       11,399,884          
                                         
(Loss) per share - basic and fully diluted
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.01 )        

 
 
 
See Accompanying Notes to Consolidated Financial Statements.
 
 
5
 
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 

   
For the nine
   
November 30, 2012
   
November 30, 2012
 
   
months ended
   
(Inception) to
   
(Inception) to
 
   
March 31,
   
March 31,
   
March 31,
 
   
2014
   
2013
   
2014
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (loss)
  $ (551,716 )   $ (100,373 )   $ (701,853 )
Adjustments to reconcile net (loss)  to net cash used in operating activities:
                       
Shares issued for services
    240,000       -       250,000  
Changes in operating assets and liabilities:
                       
Depreciation
    26       -       26  
(Increase) in prepaid expenses
    (230,039 )     -       (230,039 )
Increase in accounts payable and accrued expenses
    14,538       20,000       14,538  
Increase in accounts payable - related party
    56,228       60,000       176,228  
Increase in accrued exec compensation - related party
    3,375       7,500       18,375  
                         
Net cash provided (used) in operating activities
    (467,588 )     (12,873 )     (472,725 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Purchase of equipment
    (1,161 )     -       (1,161 )
Purchase of capitalized software development costs
    (300,000 )     -       (300,000 )
                         
Net cash (used) in investing activities
    (301,161 )     -       (301,161 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from notes payable - related party
    29,940       1,943       38,227  
Repayments for notes payable - related party
    (25,654 )     -       (28,612 )
Proceeds from private placements
    800,000       11,000       800,000  
                         
Net cash provided by financing activities
    804,287       12,943       809,616  
                         
NET CHANGE IN CASH
    35,538       70       35,730  
                         
CASH AT BEGINNING OF PERIOD
    192       -       -  
                         
CASH AT END OF PERIOD
  $ 35,730     $ 70     $ 35,730  
                         
SUPPLEMENTAL INFORMATION:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
Shares issued for debt
          $ -     $ 1,000  
Shares issued for services
  $ 240,000     $ -     $ 250,000  
Notes payable - related party assumed with merger
  $ 21,925     $ -     $ 21,925  
 
 
 
 
See Accompanying Notes to Consolidated Financial Statements.
 
 
6
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
 
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of presentation
The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim consolidated financial statements be read in conjunction with the financial statements of Life Stem Genetics, Inc. (South Dakota corporation)  for the period of inception (November 30, 2012) to June 30, 2013 and notes thereto included in the Form 8-K current report and all amendments for Life Stem Genetic, Inc. (Nevada corporation). The Company follows the same accounting policies in the preparation of interim reports.
 
Results of operations for the interim period are not indicative of annual results.
 
Organization
Miami Days Corp. was incorporated in the State of Nevada on March 15, 2010.

On September 16, 2013, the Board of Directors and a majority of our shareholders approved a change of name of our company from Miami Days Corp. to Life Stem Genetics, Inc. (Nevada corporation) (“LSG Nevada”).

On September 20, 2013, LSG Nevada issued 26,422,500 shares of common stock in exchange for 100% of Life Stem Genetics, Inc. (South Dakota corporation) (“LSG South Dakota”).  Additionally, former management and shareholders LSG Nevada agreed to cancel a total of 52,000,000 shares of common stock.

LSG South Dakota was incorporated on November 30, 2012 (Date of Inception) under the laws of the State of South Dakota, as Life Stem Genetics, Inc.

The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.
 
Principles of consolidation
 
For the period from November 30, 2012 to March 31, 2014, the consolidated financial statements include the accounts of LSG Nevada and LSG South Dakota.  All significant intercompany balances and transactions have been eliminated.   LSG Nevada and LSG South Dakota will be collectively referred herein to as the “Company”.
 
Year end
The Company’s year end is June 30.

Nature of operations
The Company is establishing a series of Stem Cell therapy based clinics around the world.
 
 
7
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
 
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximate fair value.

Capitalized software development costs
Capitalized software costs include costs incurred in connection with the development of software and purchased software. These costs relate to software used by subscribers to access, manage and analyze information in the Company's databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life.

The Company exercises significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board ("FASB") ASC 350-40, Internal-Use Software. Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized until both (a) technological feasibility has been established for the software and (b) all research and development activities for the other components of the product or process have been completed.
 
 
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost of acquisition, and, except for land, depreciated over its estimated useful life on a straight line basis.

Revenue recognition
The Company recognizes revenue when consulting and placement services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605.  The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller’s price to the buyer is fixed and (4) Collectability is reasonably assured.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1:   The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market.  Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
 
Level 2 : FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
 
 
8
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

Fair value of financial instruments (continued)
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
 

Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Recent pronouncements
The Company has evaluated all the recent accounting pronouncements issued through the filing date of these financial statements and believes that none of them will have a material effect on the company’s financial statement.
 
NOTE 2 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. During the period from November 30, 2012 (inception) to March 31, 2014, the Company did not generate any revenue and had a net loss of $701,853.
 
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 

 
9
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

NOTE 3 – NOTES PAYABLE – RELATED PART
 
The Company has the following notes payable – related party:
 
   
March 31, 2014
 
       
Notes payable with an immediate family member who is a shareholder of the Company, due upon demand, 0% interest
  $ 3,616  
Notes payable with a shareholder of the Company, due upon demand, 0% interest
    5,000  
     Total notes payable – related party
  $ 8,616  

NOTE 4 – STOCKHOLDERS’ EQUITY
 
The Company is authorized to issue 250,000,000 of shares of its $0.001 par value common stock.
 
On September 16, 2013, the Company effected a 13-for-1 forward stock split of its $0.001 par value common stock.
 
All shares and per share amounts have been retroactively restated to reflect the split discussed above.
 
Common stock
 
Prior to the acquisition of LSG South Dakota, LSG Nevada had 69,615,000 shares of common stock issued and outstanding.
 
On September 20, 2013, LSG Nevada issued 26,422,500 shares in exchange for a 100% interest in LSG South Dakota.  For accounting purposes, the acquisition of LSG South Dakota by LSG Nevada has been recorded as a reverse acquisition of a company and recapitalization of LSG South Dakota based on the factors demonstrating that LSG South Dakota represents the accounting acquirer.   The Company changed its business direction.
 
As part of the acquisition, the former management and shareholders of LSG Nevada agreed to cancel 52,000,000 shares of common stock.  After the acquisition and the cancellation, the Company had 44,037,500 shares of common stock issued and outstanding.
 
On October 21, 2013, the Company sold 500,000 units to Prince Marketing Group as a part of a private placement at $1 per share. Each unit consists of one common share of the Company’s stock and a warrant to purchase one common share of the Company’s stock. These warrants are exercisable for 12 months at $1 per share. Of the $500,000 proceeds raised as a result of this private placement, $200,000 was received in September 2013 and the remaining $300,000 was received in October 2013.
 
On November 19, 2013, the Company sold 300,000 units to Prince Marketing Group as a part of a private placement at $1 per share. Each unit consists of one common share of the Company’s stock and a warrant to purchase one common share of the Company’s stock. These warrants are exercisable for 12 months at $1 per share.
 
 
10
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

On March 12, 2014, the Company’s board of directors approved the issuance of 1,000,000 shares of common stock valued at $0.24 per share to the new Director and Chairman of the Board, Vino Padayachee, pursuant to the agreement described in Note 7.
 
 
NOTE 5 – WARRANTS AND OPTIONS

 
Below is a summary of the activity of warrants in the period ended March 31, 2014:
 
   
Shares of
Common Stock
Purchasable Upon
Exercise of
Warrants
   
Weighted Average
Exercise Price
 
             
Outstanding at June 30, 2013
    -     $ -  
Granted
    800,000       1.00  
Exercised
    -       -  
Expired
    -       -  
Forfeited
    -       -  
Outstanding at March 31, 2014
    800,000       -  

We analyzed the warrants issued in the period and determined that no beneficial conversion feature should be recognized as a result.
 
NOTE 6 – MATERIAL AGREEMENT
 
On March 13, 2013, the Company executed a facilitation agreement with Prince Marketing Group, Limited (“Prince”).  The Company issued 100,000 shares of common valued at $10,000 in exchange for Prince to create and establish stem cell therapy clinics.  The Company agreed to pay Prince a quarterly royalty equal to 3% of the gross revenue from stem cell therapy treatments.  The royalty payments shall continue for 90 years commencing on April 1, 2013.
 
On December 18, 2012, the Company entered into a consulting agreement with James Vanden Bosch.  Pursuant to this agreement, Mr. Bosch was to provide stem cell treatments for our business.  The commencement of this agreement was delayed by agreement on February 8, 2013 and then again on September 10, 2013.  As of December 1, 2013, Mr. Bosch’s agreement was terminated. Mr. Bosch received $5,000 pursuant to the agreement.
 
On November 1, 2013, the Company executed a consulting agreement with Shahab Bakhtyar for a period of 12 months at CDN$5,000 per month. As of December 31, 2013, the Company had made the payment for the month of November 2013 and had accrued $4,674 for the month of December 2013. The agreement was later modified to commence in December 2013, as the consulting services began then. The prior payment for November 2013 was applied to December 2013 and the December accrual was reversed in January of 2014.
 
On November 15, 2013, the Company executed a consulting agreement with David Granovsky, an independent contractor, for a fee of $4,000 per month, 20% of gross revenues generated as a result of Consultant’s efforts, as well as 10% of capital raised by the Company as a result of Consultant’s efforts.
 
NOTE 7 – RELATED PARTY TRANSACTIONS
 
Office space and services are provided without charge by the officers and directors of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.
 
 
11
 
LIFE STEM GENETICS, INC.
(FORMERLY MIAMI DAYS CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

On January 1, 2013, the Company executed a one year employment agreement with Gloria Simov for the role of President of the Company.  The annual compensation is $30,000 due monthly.  During the three months ended March 31, 2014, the Company verbally extended the employment contract for another year, and recorded executive compensation of $7,500.  As of March 31, 2014, the balance of accrued executive compensation is $18,375.
 
On January 1, 2013, the Company executed an implementation and management agreement with Lexington Management, Inc. (“Lexington”) for a period of five years.  The consulting fees are $20,000 per month.  The sole shareholder of Lexington is married to the President of the Company.  During the three months ended March 31, 2014, the Company recorded professional fees – related party of $60,000.  As of March 31, 2014, the balance of accounts payable is $130,020.
 
On March 12, 2014 the Company’s board of directors appointed a new Director and Chairman of the board, Vino Padayachee for the period from March 12, 2014 through March 12, 2019. The board also approved an agreement, whereby the Chairman is to be compensated with 1,000,000 shares of the Company’s common stock at the beginning of each year. The shares will vest immediately upon issuance. Pursuant to the agreement, the Company’s board authorized the issuance of 1,000,000 shares of common stock on March 12, 2014. The shares were valued at $0.24/share at market. The $240,000 was recorded as a prepaid expense and is being amortized over the year ended March 12, 2015. As of 3/31/2014, the company has recorded $13,151 in professional fees-related party and a remaining balance of $226,849 is recorded in the prepaid expenses related to this agreement.
 
During the 9 month ended March 31, 2014, the Company recorded $98,935 in professional fees – related party to an immediate shareholder who is a shareholder of the Company.
 
NOTE 8 – SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events through the date the financial statements are issued and there are no material subsequent events to disclose.
 

 
12
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
 
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.
 
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references "common shares" refer to the common shares in our capital stock.
 
As used in this quarterly report, the terms "we", "us", "our" and "our company", mean Life Stem Genetics Inc., a Nevada company, and our wholly owned subsidiary Life Stem Genetics, Inc., a South Dakota company, unless otherwise indicated.
 
General Overview
 
We were incorporated in the State of Nevada on July 5, 2013 under the name Miami Days Corp. Our company was involved in the business of production and sale of fast food. The objective of our company was to establish a market in the Balkan region, particularly in the country of Serbia. We intended to provide the community with authentic and traditional Serbian fast food. We planned to generate revenue by selling traditional Serbian fast food cuisine from a chain of fast food outlets. Previously, our company had a contract with Slavko Didic to rent a property in order to conduct our business at Save Jovsica 9e, Zvezdara 11000, Belgrade, Serbia.
 
Unfortunately, we were not able to implement our business plan and consequently our management began considering alternative strategies, such as business combinations or acquisitions to create value for our shareholders.
 
On January 1, 2014, Life Stem Genetics, Inc., a South Dakota corporation ("LSG South Dakota") entered into an employment agreement with Gloria Simov. Pursuant to this employment agreement, Ms. Simov agreed to act as the president of LSG South Dakota. As compensation for acting as president, LSG South Dakota agreed to compensate Ms. Simov $30,000 per annum. The agreement was to terminate on January 1, 2014. On January 1, 2014, the Company verbally extended the agreement with Ms. Simov for another year.
 
Gloria Simov, an officer and director of our company, is also an officer and director of LSG South Dakota. Ms. Simov is also a major shareholder of LSG South Dakota.
 
LSG South Dakota is a State of South Dakota corporation engaged in the business of providing stem cell therapy treatments.
 
On August 29, 2013, our company signed a letter of intent with LSG South Dakota that, if the intent of the letter of intent was carried out, would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. In addition, after the proposed share exchange our company would provide financing to LSG South Dakota sufficient to carry out its business objectives.
 
 
13
 
 
On August 30, 2013, our company entered into a share exchange agreement with LSG South Dakota and the shareholders of LSG South Dakota that would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 1,100,000 issued and outstanding shares of LSG South Dakota's common stock in exchange for the issuance by our company of 26,422,500 shares of our common stock to the shareholders of LSG South Dakota. The restricted shares to be issued to the LSG South Dakota shareholders would represent 60% of then issued shares of our company at the closing of agreement and related transactions.
 
Further, pursuant to the share exchange agreement, we were required to provide a financing of an aggregate of $500,000, to close no later than 60 days from the close of the share exchange and on mutually agreeable terms. The financing is to be used for advancement of our business objectives.
 
On September 16, 2013, our board of directors and a majority of our shareholders approved a change of name of our company from "Miami Days Corp." to "Life Stem Genetics Inc.".
 
In addition to the name change, our board of directors and a majority of our shareholders approved a 13 new for 1 old forward split of our issued and outstanding shares of common stock and an increase to our authorized capital. As a result in our issued and outstanding common stock would increase from 5,355,000 to 69,615,000 shares and our authorized capital would increase from 75,000,000 shares of common stock to 250,000,000 shares of common stock, all with a par value of $0.001.
 
A Certificate of Amendment to effect the change of name and increase to authorized capital became effective with the Nevada Secretary of State on September 18, 2014. Our name change and stock split were approved by the Financial Industry Regulatory Authority ("FINRA") effective September 20, 2014. The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 20, 2014. Our trading symbol is "LIFS". Our CUSIP number is 53217Y 103.
 
Subsequent to the filing of our annual report for the fiscal year ended July 31, 2013, we changed our fiscal year-end from July 31 to June 30.
 
Our principal executive office is located at 433 North Camden Drive, Suite 400, Beverly Hills, CA 90210. Our phone number is (310) 279-5234.
 
Our Current Business
 
Our new business is to establish a series of stem cell therapy based clinics around the world. The first three locations are planned for Las Vegas, Nevada, Newport Beach, California and Hong Kong. The business goal is to have 20 locations established internationally within five years. Each facility will be set up in a spa-like atmosphere and offer a variety of treatments.
 
On August 30, 2013, our company entered into a share exchange agreement with LSG South Dakota and the shareholders of LSG South Dakota that would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 1,100,000 issued and outstanding shares of LSG South Dakota’s common stock in exchange for the issuance by our company of 26,422,500 shares of our common stock to the shareholders of LSG South Dakota. The restricted shares to be issued to the LSG South Dakota shareholders would represent 60% of then issued shares of our company at the closing of agreement and related transactions.
 
Further, pursuant to the share exchange agreement, we were required to provide a financing of an aggregate of $500,000, to close no later than 60 days from the close of the share exchange and on mutually agreeable terms. The financing is to be used for advancement of our business objectives .
 
 
14
 
 
On September 19, 2013, we entered into an amending agreement with LSG South Dakota and its shareholders. Pursuant to the terms of the amending agreement, we mutually agreed to extend the date of closing of the share exchange agreement.
 
On September 20, 2013, we closed the share exchange by issuing the required 26,422,500 common shares to the shareholders of LSG South Dakota. As a result of the share exchange, LSG South Dakota became our wholly-owned subsidiary. Concurrently, and as a condition to closing the share exchange agreement, we cancelled 52,000,000 shares of our common stock.
 
Additionally, on September 20, 2013, Bojan Didic, a former officer, director and shareholder of our company, agreed to cancel 52,000,000 shares of common stock. As a result of the closing of the share exchange agreement with LSG South Dakota, LSG South Dakota became our wholly-owned subsidiary and we now carry on business in the state of California. Our company is in the development stage and has generated only nominal/insignificant revenues.
 
On September 25, 2013, we entered into a press agreement with Contrarian Press LLC, pursuant to which Contrarian will establish a proprietary database of potential investors for our company. Based on the resources necessary to commence the services, our company has paid an initial amount of $300,000 to be applied to recurring database acquisitions costs expended by Contrarian. Throughout the term of the agreement, continuation of activities by Contrarian and replenishment of the budget by our company will be as approved by mutual agreement. The agreement is for a term of 24 months and may be terminated in writing by either party upon five business days written notice to the other party.
 
Effective October 21, 2013, we entered into a private placement agreement with one person. Pursuant to the agreement, we agreed to the issuance of 500,000 units at a price of $1.00 per unit. Each unit consists of one share of our common stock and one warrant. Each warrant is exercisable into one common share of our company's common stock at price of $1.00 per warrant share for a period of 12 months. The total proceeds received from this private placement were $500,000.
 
Effective November 19, 2013, we entered into a private placement agreement with one subscriber. Pursuant to the agreement, we agreed to the issuance of 300,000 units at a price of $1.00 per unit.  Each unit consisted of one share of our common stock and one warrant.  Each Warrant is exercisable by the subscriber into one common share of our company stock at price of $1.00 per warrant share for a period of 12 months.  The total proceeds from this private placement was $300,000.
 
In connection with the October 21, 2013 private placement for an aggregate of $500,000, we have now closed an aggregate of $800,000 of our planned $1,000,000 private placement of units. We did not receive funds for the previous closing of the remaining $200,000 as announced on November 19, 2013. As a result, we are continuing to attempt to complete our planned financing of $1 million of units.
 
On December 18, 2013, LSG South Dakota entered into a consulting agreement with James Vanden Bosch.  Pursuant to this agreement, Mr. Bosch was to provide stem cell treatments for our business.  The commencement of this agreement was delayed by agreement on February 8, 2013 and then again on September 10, 2013.  As of December 1, 2013, Mr. Bosch’s agreement was terminated. Mr. Bosch received $5,000 pursuant to the agreement.
 
On November 1, 2013, our company executed a consulting agreement with Shahab Bakhtyar for a period of 12 months at CDN$5,000 per month. As of December 31, 2013, the Company had made the payment for the month of November 2013 and had accrued $4,674 for the month of December 2013. The agreement was later modified to commence in December 2013, as the consulting services began then. The prior payment for November 2013 was applied to December 2013 and the December accrual was reversed in January of 2014.
 
On November 15, 2013, our company executed a consulting agreement with David Granovsky, an independent contractor, for a fee of $4,000 per month, 20% of gross revenues generated as a result of consultant’s efforts, as well as 10% of capital raised by our company as a result of the consultant’s efforts.
 
 
15
 

On March 12, 2014 the Company’s board of directors appointed a new Director and Chairman of the board, Vino Padayachee for the period from March 12, 2014 through March 12, 2019. The board also approved an agreement, whereby the Chairman is to be compensated with 1,000,000 shares of the Company’s common stock at the beginning of each year. The shares will vest immediately upon issuance. Pursuant to the agreement, the Company’s board authorized the issuance of 1,000,000 shares of common stock on March 12, 2014. The shares were valued at $0.24/share at market. The $240,000 was recorded as a prepaid expense and is being amortized over the year ended March 12, 2015. As of 3/31/2014, the company has recorded $13,151 in professional fees-related party and a remaining balance of $226,849 is recorded in the prepaid expenses related to this agreement.
 
Off-Balance Sheet Arrangements
 
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
 
Cash Requirements
 
Over the next 12 months we intend to carry on business as a development stage stem cell therapy treatment company. We anticipate that we will incur the following operating expenses during this period:
 
Estimated Funding Required During the Next 12 Months
 
Expense
 
Amount ($)
 
       
Consulting Fees for Research and Development (1)
    272,000  
Fixed asset purchases
    20,000  
Management Consulting Fees
    130,000  
Professional fees (1)
    170,000  
Rent
    18,000  
Sales, Travel and Marketing (1)
    300,000  
Other general administrative expenses (1)
    90,000  
     Total
    1,000,000  
 
(1)  
On January 1, 2014, LSG South Dakota entered into an implementation and management agreement with Lexington Management Inc. Pursuant to this agreement, Lexington is to oversee management, administrative and implementations services to LSG South Dakota, such duties will include arranging and monitoring legal and accounting services, developing public relation campaigns and arranging financing. As compensation to Lexington for its service, LSG South Dakota agreed to pay Lexington $20,000 per month. Over the next 12 months, Lexington will be paid $240,000 which includes $92,000 for consulting fees for research and development, $26,000 in professional fees, $72,000 for sales, travel and marketing, and $50,000 in general and administrative fees.
 
We will require funds of approximately $1,000,000 over the next twelve months to operate our business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.
 
 
16
 

Results of Operations
 
Operating Expenses
 
Our operating expenses for the three and nine month periods ended March 31, 2014 and 2013 and for the period from November 30, 2012 (inception) to March 31, 2014 are outlined in the table below:
 
                           
Cumulative
 
                           
From
 
   
Three
   
Three
   
Nine
   
November 30,
   
November 30,
 
   
Months
   
Months
   
Months
   
2012
   
2012
 
   
Ended
   
Ended
   
Ended
   
(Inception) to
   
(Inception) to
 
   
March 31,
   
March 31,
   
March 31,
   
March 31,
   
March 31,
 
   
2014
   
2013
   
2014
   
2013
   
2014
 
                               
Revenues
  $ Nil     $ Nil     $ Nil     $ Nil     $ Nil  
Operating Expenses
  $ 184,328     $ 93,723     $ 551,725     $ 100,373     $ 701,862  
Other (Income) Expense
  $ (6 )   $ Nil     $ (9 )   $ Nil     $ (9 )
Net Loss
  $ (184,322 )   $ (93,723 )   $ (551,716 )   $ (100,373 )   $ (701,853 )
 
From our inception on November 30, 2012 to March 31, 2014, we did not have any operating revenues.
 
During the three months ended March 31, 2014, our company incurred operating expenses of $184,328 compared with $93,723 for the three months ended March 31, 2013 and $551,725 for the nine months ended March 31, 2014 compared with $100,373 for the period from November 30, 2012 (inception) to March 31, 2013. The increases in operating expenses for the three months ended March 31, 2014 compared with the three month period ended March 31, 2013 were attributed to increases in general and administrative expenses, professional fees - related party and executive compensation to a related party, offset by a decrease in professional fees. The increase in operating expenses for the nine months ended March 31, 2014 compared to the period from November 30, 2012 (inception) to March 31, 2013 were attributed to increases in general and administrative expenses, professional fees, professional fees - related party and executive compensation to a related party.
 
For the three months ended March 31, 2014, our company incurred a net loss of $184,322 or a $0.00 loss per share compared with a net loss of $551,716 or a $0.01 loss per share for the nine months ended March 31, 2014 and a net loss of $701,853 for the period from November 30, 2012 (inception) to March 31, 2014.
 
Liquidity and Capital Resources
 
Working Capital
 
   
At
   
At
 
   
March 31,
   
June 30,
 
   
2014
   
2013
 
             
Current Assets
$
265,768
 
$
192
 
Current Liabilities
$
217,757
 
$
139,329
 
Working Capital (Deficit)
$
48,011
 
$
(139,137
) 
 
 
 
17
 

Cash Flows

         
From
   
From
 
   
Nine Months
   
November 30, 2012
   
November 30, 2012
 
   
Ended
   
(Inception) to
   
(Inception) to
 
   
March 31,
   
March 31,
   
March 31,
 
   
2014
   
2013
   
2014
 
                   
Net Cash Provided by (Used in) Operating Activities
  $ (467,588 )   $ (12,873 )   $ (472,725 )
Net Cash Provided by (Used In) Investing Activities
  $ (301,161 )   $Nil     $ (301,161 )
Net Cash Provided by Financing Activities
  $ 804,287     $ 12,943     $ 809,616  
Net Increase (Decrease) In Cash During The Period
  $ 35,538     $ 70     $ 35,730  
 
Cash Flow From Operating Activities
 
During the nine months ended March 31, 2014, our company used $467,588 of cash for operating activities compared with the use of $12,873 during the period from November 30, 2012 (inception) to March 31, 2013 and $472,725 during the period from November 30, 2012 (inception) to March 31, 2014. The increase in the use of cash for operating activities for the nine months ended March 31, 2014 compared to the period from November 30, 2012 (inception) to March 31, 2013 was primarily due to an increase in our net loss due to increased operating expenses for the nine months ended March 31, 2014.
 
Cash Flow From Investing Activities
 
During the nine months ended March 31, 2014, our company used $301,161 with respect to investing activities compared with $Nil during the period from November 30, 2012 (inception) to March 31, 2013.
 
Cash Flow From Financing Activities
 
During the nine months ended March 31, 2014, our company received $804,287 from financing activities compared with $12,943 during the period from November 30, 2012 (inception) to March 31, 2013.
 
At March 31, 2014, our company had a cash balance of $35,730 and total assets of $566,904 compared with cash balance and total assets of $192 as at June 30, 2013. The increase in cash and total assets were attributed to increases in prepaid expenses and cash from the sale of common stock which allowed our company to purchase the database for $300,000.
 
As at March 31, 2014, our company had total liabilities of $217,757 compared with $139,329 as at June 30, 2013. The increase was attributed to an increase in accounts payable and accrued expenses, accounts payable - related party, accrued executive compensation – related party, as well as notes payable – related party.
 
As at March 31, 2014, our company had a working capital of $48,011 compared with a working capital deficit of $139,136 as at June 30, 2013.
 
Going Concern
 
We have not generated any revenue since inception and are dependent upon obtaining outside financing to carry out our operations. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.
 
If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.
 
 
18
 

Future Financings
 
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
 
Critical Accounting Policies
 
Basis of Presentation
 
The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by our company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although our company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim consolidated financial statements be read in conjunction with the financial statements of Life Stem Genetics, Inc. (South Dakota corporation) for the period of inception (November 30, 2012) to June 30, 2013 and notes thereto included in the Form 10-K annual report for Life Stem Genetic, Inc. (Nevada corporation). Our company follows the same accounting policies in the preparation of interim reports.
 
Results of operations for the interim period are not indicative of annual results.
 
Principles of Consolidation
 
For the period from November 30, 2012 to March 31, 2014, the consolidated financial statements include the accounts of LSG Nevada and LSG South Dakota. All significant intercompany balances and transactions have been eliminated. LSG Nevada and LSG South Dakota will be collectively referred herein to as our "company".
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
 
Cash and Cash Equivalents
 
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximate fair value.
 
Capitalized Software Development Costs
 
Capitalized software costs include costs incurred in connection with the development of software and purchased software. These costs relate to software used by subscribers to access, manage and analyze information in our company's databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life.
 
 
19
 

Our company exercises significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board ("FASB") ASC 350-40, Internal-Use Software. Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized until both (a) technological feasibility has been established for the software and (b) all research and development activities for the other components of the product or process have been completed.
 
Revenue Recognition
 
Our company recognizes revenue when consulting and placement services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. Our company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller's price to the buyer is fixed and (4) Collectability is reasonably assured.
 
Fair Value of Financial Instruments
 
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
 
Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
 
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
 
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
 
Stock-Based Compensation
 
Our company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires our company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
 
Earnings Per Share
 
Our company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
 
 
20
 

Recent Accounting Pronouncements
 
Our company has evaluated all the recent accounting pronouncements issued through November 2014 and believes that none of them will have a material effect on our company's financial statement.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
As a "smaller reporting company", we are not required to provide the information required by this Item.
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
 
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
 
Changes in Internal Control
 
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
 
Item 1A. Risk Factors
 
As a "smaller reporting company" we are not required to provide the information required by this Item.
 
 
21
 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
On November 19, 2013, we issued an aggregate of 300,000 shares of our common stock pursuant to a private placement.  We issued an aggregate of 300,000 shares of our common stock to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

On March 12, 2014 the Company’s board authorized the issuance of 1,000,000 shares of common stock to Vino Padayachee pursuant to the related service agreement. The shares were valued at $0.24/share at market.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None.
 
Item 6. Exhibits
 
Exhibit No.
 
Description
     
(2)
 
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
     
2.1
 
Share Exchange Agreement among Life Stem Genetics Inc., Life Stem Genetics, Inc. and the shareholders of Life Stem Genetics, Inc. dated August 30, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 3, 2013)
     
2.2
 
Amending Agreement among Life Stem Genetics Inc., Life Stem Genetics, Inc. and the Shareholders of Life Stem Genetics, Inc. dated September 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
(3)
 
(i) Articles of Incorporation; (ii) By-laws
     
3.1
 
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 11, 2013).
     
3.2
 
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 11, 2013).
     
3.3
 
Certificate of Amendment filed on September 17, 2013 with the Nevada Secretary of State with an effective date of September 18, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 20, 2013).
     
3.4
 
Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on June 28, 2013).
     
 
 
 
22
 
 
 
(10)
 
Material Contracts
     
10.1
 
Consulting Agreement between our company and James Vanden Bosch dated December 18, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
10.2
 
Amending Consulting Agreement between our company and James Vanden Bosch dated February 8, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
10.3
 
Amending Consulting Agreement between our company and James Vanden Bosch dated September 10, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
10.4
 
Employment Agreement between our company and Gloria Simov dated January 1, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
10.5
 
Facilitation Agreement between our company and Prince Marketing Group Limited dated March 13, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
10.6
 
Implementation and Management Agreement between our company and Lexington Management Inc., dated for reference January 1, 2014 (incorporated by reference to our Current Report on Form 8-K filed on October 8, 2013)
     
10.7
 
Press Agreement between our company and Contrarian Press LLC dated September 25, 2013 (incorporated by reference to our Annual Report on Form 10-K filed on October 29, 2013)
     
10.8
 
Consulting Agreement between our company and Shahab Bakhtyar dated November 1, 2013 (incorporated by reference to our Quarterly Report on Form 10-Q filed onFebruary 14, 2014)
     
10.9
 
Consulting Agreement between our company and David Granovsky dated November 15, 2013(incorporated by reference to our Quarterly Report on Form 10-Q filed onFebruary 14, 2014)
     
(21)
 
Subsidiaries of Registrant
     
21.1
 
Life Stem Genetics, Inc., a State of South Dakota corporation
     
(31)
 
Rule 13a-14(a)/15d-14(a) Certifications
     
31.1*
 
Section 302 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
     
31.2*
 
Section 302 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
     
(32)
 
Section 1350 Certifications
     
32.1*
 
Section 906 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
     
32.2*
 
Section 906 Certifications under Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
     
101**
 
Interactive Data Files
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
*
Filed herewith.
 
**
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
 

 
23
 
 
SIGNATURES
 
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
LIFE STEM GENETICS INC.
   
(Registrant)
     
     
Dated: May 8, 2014
 
/s/ Gloria Simov
 
By:
Gloria Simov
   
President, Chief Executive Officer and Director
   
(Principal Executive Officer)
     
     
     
Dated: May 8, 2014
 
/s/ Heather Sharp
 
By:
Heather Sharp
   
Chief Financial Officer and Director
   
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
24
 

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Gloria Simov, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Life Stem Genetics Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:  May 8, 2014
 
 
 
/s/ Gloria Simov                        
Gloria Simov
President, Chief Executive Officer and Director
(Principal Executive Officer)
 

 
 
 
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Heather Sharp, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Life Stem Genetics Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 8, 2014
 
 

/s/ Heather Sharp                            
Heather Sharp
Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gloria Simov, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 
(1)
the Quarterly Report on Form 10-Q of Life Stem Genetics Inc. for the period ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Life Stem Genetics Inc.

Dated: May 8, 2014
   
     
     
   
/s/ Gloria Simov
   
   
Gloria Simov
   
President, Chief Executive Officer and Director
(Principal Executive Officer)
   
Life Stem Genetics Inc.


A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Life Stem Genetics Inc. and will be retained by Life Stem Genetics Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
 
 
 
EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Heather Sharp, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 
(1)
the Quarterly Report on Form 10-Q of Life Stem Genetics Inc. for the period ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Life Stem Genetics Inc.

Dated: May 8, 2014
   
     
     
   
/s/ Heather Sharp
   
   
Heather Sharp
   
Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
   
Life Stem Genetics Inc.


A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Life Stem Genetics Inc. and will be retained by Life Stem Genetics Inc. and furnished to the Securities and Exchange Commission or its staff upon request.