SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

______________________

 

FORM 10-Q

 

[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarter ended August 31, 2012

 

OR

 

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ________ to ___________

 

Commission file number: 000-52473

 

LEGAL LIFE PLANS, INC.

(Name of Small Business Issuer in Its Charter)

 

Delaware		20-1499421
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
11650 South State St. Suite 240
Draper, Utah		84020
(Address of Principal Executive Offices)		(Zip Code)

 

	(801) 816-2533
	Issuer’s Telephone Number, Including Area Code

Legal Life Plans, Inc.

(Former name or 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

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

 

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ]

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 [ ] No [X]

 

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 of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of October 3, 2012, the Company had outstanding 171,419 shares of common stock, par value $0.001 per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

 

FINANCIAL INFORMATION

 

The Financial Statements of the Company are prepared as of August 31, 2012.

 

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

 

 

 

CONTENTS
Balance Sheets	5
Statements of Operations	6
Statements of Cash Flows	7
Notes to the Financial Statements	8

 

LEGAL LIFE PLANS, INC.
(formerly Nano Dimensions, Inc.)
Balance Sheets
ASSETS
		August 31,				May 31,
		2012				2012
		(Unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	370			$	105
Total Current Assets			370				105
OTHER ASSETS
Notes receivable			69,900				53,900
Interest receivable			11,577				10,168
Total Other Assets			81,477				64,068
TOTAL ASSETS		$	81,847			$	64,173
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	170,432			$	129,733
Due to related party			27,000				24,000
Notes payable			233,300				197,200
Total Current Liabilities			430,732				350,933
TOTAL LIABILITIES			430,732				350,933
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; 20,000,000 shares
authorized:
Series A Preferred Stock, 200 and 200 shares
issued and outstanding, respectively			—				—
Series B Preferred Stock, 0 and 0 shares
issued and outstanding, respectively			—				—
Common stock, $0.001 par value; 500,000,000 shares
authorized, 171,419 and 171,419 shares issued
and outstanding, respectively			171				171
Additional paid-in capital			3,545,931				3,545,931
Accumulated deficit			(3,894,987	)			(3,832,862	)
Total Stockholders' Deficit			(348,885	)			(286,760	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	81,847			$	64,173
The accompanying notes are an integral part of these financial statements.

 

LEGAL LIFE PLANS, INC.
(formerly Nano Dimensions, Inc.)
Statements of Operations
(Unaudited)
		For the Three Months Ended
		August 31,
		2012				2011
NET REVENUES		$	—			$	—
OPERATING EXPENSES
Professional fees			38,095				4,250
General and administrative			20,735				4,500
Total Operating Expenses			58,830				8,750
LOSS FROM OPERATIONS			(58,830	)			(8,750	)
OTHER INCOME (EXPENSES)
Gain on extinguishment of debt			—				—
Interest income			1,409				1,159
Interest expense			(4,704	)			(1,238	)
Total Other Income (Expenses)			(3,295	)			(79	)
INCOME (LOSS) BEFORE INCOME TAXES			(62,125	)			(8,829	)
INCOME TAX EXPENSE			—				—
NET INCOME (LOSS)		$	(62,125	)		$	(8,829	)
BASIC AND DILUTED:
Net income (loss) per common share		$	(0.36	)		$	(0.05	)
Weighted average common shares outstanding			171,419				171,419
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

LEGAL LIFE PLANS, INC.
(formerly Nano Dimensions, Inc.)
Statements of Cash Flows
(Unaudited)
		For the Three Months Ended
		August 31,
		2012				2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	(62,125	)		$	(8,829	)
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Changes in operating assets and liabilities:
Interest receivable			(1,409	)			(1,159	)
Accounts payable and accrued expenses			40,699				(31,862	)
Due to related party			3,000				(2,750	)
Net Cash Used by Operating Activities			(19,835	)			(44,600	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for loans receivable			(16,000	)			—
Net Cash Used by Investing Activities			(16,000	)			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable			36,100				40,000
Net Cash Provided by Financing Activities			36,100				40,000
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS			265				(4,600	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			105				4,877
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	370			$	277
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Payments For:
Interest		$	—			$	—
Income taxes		$	—			$	—
The accompanying notes are an integral part of these financial statements.

 

 

LEGAL LIFE PLANS, INC.

(Formerly Nano Dimensions, Inc.)

Notes to the Financial Statements

August 31, 2012

(Unaudited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Legal Life Plans, Inc. (formerly Nano Dimensions, Inc.) (the Company), was incorporated under the laws of the State of Delaware on August 12, 2004. The Company was organized for the purpose of producing and preserving activated cells for use in cancer treatment primarily through agreements with clinics, hospitals, and physicians. Effective July 31, 2007, the Company sold certain assets in exchange for 56 shares of its common stock. Following this transaction the Company has entered into shell status with no significant operations.

 

The Company was originally formed as Cancer Therapeutics, Incorporated, under the laws of the State of Tennessee on May 1, 1991. On September 7, 2004, the Company reincorporated into the State of Delaware by filing with the state a Certificate of Merger whereby Cancer Therapeutic, Incorporated (Tennessee) merged with and into Cancer Therapeutic, Inc. (Delaware) which was incorporated for this purpose on August 12, 2004. On October 19, 2010 the Company changed its name from Cancer Therapeutic, Inc. to Nano Dimensions, Inc. and on January 6, 2012 to Legal Life Plans, Inc.

 

Effective November 5, 2010, the Company effected a 1 for 500 reverse stock split which reduced the number of issued shares of common stock from 85,569,477 shares to 171,475 shares. All share and per share amounts have been adjusted to retroactively reflect this stock split.

 

NOTE 2 - BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited financial statements have been prepared by the Company 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 U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these unaudited interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10K filed on September 13, 2012. Operating results for the three months ended August 31, 2012 are not necessarily indicative of the results to be expected for the year ending May 31, 2013.

 

NOTE 3 - GOING CONCERN CONSIDERATIONS

 

The accompanying unaudited financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reported in its Annual Report on Form 10-K for the fiscal year ended May 31, 2012, the Company’s stockholders’ deficit was $286,760 and had a working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:

 

LEGAL LIFE PLANS, INC.

(Formerly Nano Dimensions, Inc.)

Notes to the Financial Statements

August 31, 2012

(Unaudited)

 

NOTE 3 - GOING CONCERN CONSIDERATIONS (continued)

 

The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products or services. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying unaudited financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

 

NOTE 4 - NOTES RECEIVABLE

 

The Company has notes receivable consisting of the following:

 

		August 31, 2012				May 31, 2012
Note receivable from an entity, 8.0% interest, due on demand		$	69,900			$	53,900
Total Notes Receivable			69,900				53,900
Less: Current Portion			—				—
Long Term Notes Receivable		$	69,900			$	53,900

 

This loan was made to an unrelated party which assists the Company at times with legal matters. Accrued interest at August 31, 2012 and May 31, 2012 was $11,577 and $10,168, respectively.

 

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consist of:

		August 31,				May 31,
		2012				2012
Professional Fees		$	103,215			$	71,720
Rent			44,500				40,000
Accrued interest on notes payable			16,811				12,107
Other			5,906				5,906
Total		$	170,432			$	129,733

LEGAL LIFE PLANS, INC.

(Formerly Nano Dimensions, Inc.)

Notes to the Financial Statements

August 31, 2012

(Unaudited)

 

NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS

 

The Company has amounts due to related parties consisting of the following:

 

		August 31, 2012				May 31, 2012
Amount due to an accounting firm owned by Chene Gardner, chief financial officer of the Company, for unpaid accounting and management services, non-interest bearing, due on demand		$	27,000			$	24,000
Total		$	27,000			$	24,000

 

For the three months ended August 31, 2012 and 2011, accounting and management fees charged by this accounting firm were $3,000 and $2,000, respectively.

 

NOTE 7 - OTHER ACCRUED EXPENSES AND LITIGATION

 

In February 2010, the Company received $150,000 cash from an investor pursuant to the Company’s prospective sale of 7,600 post-split shares (3,800,000 pre-split shares) of its common stock at a $19.50 post-split price ($0.039 pre-split price) per share. Subsequently, the investor refused to sign the subscription agreement and in July 2010, served a Complaint against the Company and Company counsel in U.S. Federal Court seeking recovery of the $150,000 and additional damages.

 

On April 20, 2011, the Company and Company counsel executed a Settlement Agreement with the investor. The Agreement provided that the Company and Company counsel jointly and severally agreed to pay the investor a total of $170,000, $50,000 in April 2011 (which was paid by the Company in April 2011), $60,000 in May 2011 ($15,000 was paid August 5, 2011, $25,000 was paid August 23, 2011, $20,000 was paid September 7, 2011), and $60,000 in June 2011 ($10,000 was paid September 7, 2011, $50,000 was paid February 22, 2012), with default interest at a rate of 18% per annum from the date of any Event of Default. The Settlement Amount was paid in full as of February 22, 2012 and the Complaint has been dismissed with prejudice.

LEGAL LIFE PLANS, INC.

(Formerly Nano Dimensions, Inc.)

Notes to the Financial Statements

August 31, 2012

(Unaudited)

 

NOTE 8 - NOTES PAYABLE

 

The Company has notes payable consisting of the following:

 

		August 31, 2012				May 31, 2012
Note payable to an individual, 8.0% interest, unsecured, due April 7, 2012, in default			233,300				197,200
Total Notes Payable			233,300				197,200
Less: Current Portion			(233,300	)			(197,200	)
Long Term Notes Payable		$	—			$	—

 

Accrued interest at August 31, 2012 and May 31, 2012 was $16,811 and $12,107, respectively.

 

NOTE 9 – PREFERRED STOCK

 

During the year ended May 31, 2010, the Company approved the creation of Series A Preferred stock. The Series A preferred shares are entitled to 2,000 post-split votes (1,000,000 pre-split votes) per share but do not have any rights of conversion into shares of common stock. Pursuant to Delaware General Corporate Law, the holder of the preferred stock cannot take any action to benefit him personally as a shareholder without the vote of a majority of the common shareholders. On April 22, 2010 the Company authorized and approved the issuance of 200 shares of Class A Preferred stock to the then Company CEO/CFO in lieu of compensation for one year.

 

On March 20, 2012, the Company approved the filing of a Certificate of Designation with respect to Series B Preferred stock. The Series B Preferred shares are entitled to 1 vote per share but do not have any dividend, distribution, liquidation, or rights of conversion into common stock.

 

NOTE 10 - WARRANTS

 

On May 1, 2009, the Company issued 36,850 stock warrants (18,425,000 pre-split stock warrants) as part of the conversion agreements with certain debt holders of the company. The warrants entitle the holder to purchase common stock of the Company at an exercise price of $50.00 per share (pre-split exercise price of $0.10 per share). The warrants expire 5 years from the date of issuance.

 

The following table summarizes the changes in warrants outstanding for the year ended May

31, 2011 and the three months ended August 31, 2012 (as retroactively adjusted for the November 5, 2010 1 for 500 reverse stock split):

 

 

 

LEGAL LIFE PLANS, INC.

(Formerly Nano Dimensions, Inc.)

Notes to the Financial Statements

August 31, 2012

(Unaudited)

 

NOTE 10 - WARRANTS (Continued)

				Number of Shares				Weighted Average Exercise Price
	Outstanding as of May 31, 2011				35,670			$	50.00
	Granted				—				—
	Exercised				—				—
	Cancelled				—				—
	Outstanding at May 31, 2012				35,670				50.00
	Granted				—				—
	Exercised				—				—
	Cancelled				—				—
	Outstanding at August 31, 2012				35,670			$	50.00

 

Common stock warrants outstanding and exercisable as of August 31, 2012 are:

 

		Warrants Outstanding												Warrants Exercisable
Expiration Date		Exercise Price				Number shares outstanding				Weighted Average Contractual Life (Years)				Number Exercisable				Weighted Average Exercise Price
May 1, 2014		$	50.00				35,670				5.00				35,670			$	50.00
Total							35,670								35,670

 

  

 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

Rental Agreement

On June 1, 2009, the Company executed a Sublease Agreement with Acadia Properties, LLC to sublease office space located in South Jordan, Utah. The sublease had a term from June 1, 2009 to March 31, 2011 and provides for monthly base rent of $1,500. The lease continues on a month to month basis. For the three months ended August 31, 2012 and 2011, rent expense was $4,500 and $4,500, respectively.

 

Acquisition Agreement

On March 20, 2012, the Company entered into an agreement to acquire all of the outstanding shares of Legal Life Plans, Inc., a Utah corporation (“LLP Utah”) in exchange for 1,000,000 shares of Series A Preferred Stock, 18,000,000 shares of Series B Preferred Stock, and 91,000,000 shares of common stock of the Company. Closing of the transaction (which has not yet occurred) is subject to satisfaction of certain conditions by the parties. One of the LLP Utah stockholders is also the individual who has a note receivable from the Company in the amount of $233,300 at August 31, 2012 (see Note 8).

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

You should read the following discussion of the company's financial condition and results of operations in conjunction with the audited financial statements and related notes included in the filing of the company’s latest annual 10-K. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. You should carefully consider the information under the caption "Risk Factors" in this filing, in addition to the other information set forth in this report. We caution you that Legal Life Plans’ business and financial performance is subject to substantial risks and uncertainties.

 

Overview

 

On July 31, 2007, the Company sold all operating assets to a shareholder of the Company. This transaction resulted in the Company becoming a shell (as defined in Rule 12b-2 of the Exchange Act).

 

Results of Operations

 

Following is our discussion of the relevant items affecting results of operations for the periods ended August 31, 2012 and 2011. The operations of the Company are continually decreasing as it has entered into shell status.

 

Revenues. Legal Life Plans generated zero net revenues during the three months ended August 31, 2012 and 2011. As the Company has entered into shell status, revenues are expected to be at or near zero for the foreseeable future.

 

Professional Fees. Our professional fees include outside legal, accounting and other professional fees. Professional fees for the three months ended August 31, 2012 were $38,095, compared to $4,250 during the three months ended August 31, 2011. The increase was the result of legal fees and transfer agent fees which were incurred during the quarter ended August 31, 2012. Professional fees are expected to remain at these levels as legal, accounting and auditing services are continually provided to the company in conjunction with the various filings with the Securities and Exchange Commission.

 

General and Administrative Expenses. Our general and administrative expenses have been comprised of administrative wages and benefits; contract labor; occupancy and office expenses; travel and other miscellaneous office and administrative expenses. General and administrative expenses for the three months ended August 31, 2012 was $20,735, compared to $4,500 during the three months ended August 31, 2011. The company expects general and administrative expenses to remain at these levels in the future.

 

Other Income (Expense). We incurred net other expenses of $3,295 for the three months ended August 31, 2012 compared to net other expenses of $79 for the three months ended August 31, 2011. Expenses incurred in this category were comprised of interest expense associated with promissory notes issued by the Company. Income included in this category is interest income associated with notes receivable.

 

Off-Balance Sheet Arrangements.

 

Legal Life Plans is not subject to any off-balance sheet arrangements.

 

Personnel

 

Legal Life Plans has -0- full-time employees. However, the CEO and other project-based contract personnel are utilized to carry out our business. These project-based contract personnel are temporary engagements used to assist us.

 

Liquidity and Capital Resources

 

Since inception, we have financed our operations from a combination of loans, issuance of promissory notes, and from business revenues. As of August 31, 2012, our primary source of liquidity consisted of $370 in cash and cash equivalents. Legal Life Plans has sustained significant net losses which have resulted in a total stockholders’ deficit at August 31, 2012 of $348,885. Our losses raise doubts about our ability to continue the business of Legal Life Plans as a going concern. Our current financial condition is dire. Consequently, we anticipate that we will require additional cash inflows from increased revenues or sales of debt or equity capital to maintain operations and/or finance substantial business initiatives that may arise. With the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues or from the sale of shares we have substantial doubt as to our ability to continue to operate. We believe our present capital resources are insufficient for ongoing operation. We cannot assure you that we will be able to raise sufficient funds to further develop and market our services. Our lack of funds will materially affect Legal Life Plans, and may cause us to cease operations. Consequently, you could incur a loss of your entire investment in Legal Life Plans.

 

FORWARD LOOKING STATEMENTS AND RISK FACTORS

 

Forward Looking Statements

 

When used in this report, the words, “believes,” “plans,” “expects,” and similar expressions are intended by us to identify forward-looking statements within the meaning of and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially from those we have projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on our estimates and assumptions, which although we believe them to be reasonable, are inherently uncertain and difficult to predict. We cannot assure you that the benefits anticipated in these forward-looking statements will be achieved.

 

We undertake no obligation to update any forward-looking statements, but you are advised to consult any further disclosures by Legal Life Plans on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, we are providing these cautionary statements identifying risk factors, listed below, that could cause our actual results to differ materially from expected and historical results. It is not possible for our management to foresee or identify all such factors.

Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.

 

RISK FACTORS

 

Operating Risks

 

We have Defaulted Loan Obligations. We received loans to continue operations as detailed in our financial statements. These loans are in default or may be in default upon demand by the creditors. As a result of our default position, these creditors may obtain judgment or other lawful remedies to collect

on the debts now or in the future. We will still need to raise additional capital or increase our business profits to satisfy these creditors. We cannot assure you that we will be successful in repaying any or all of these creditors. As of August 31, 2012, the total amount due on these loans was $250,111 which consists of $233,300 of principal and $16,811 of interest.

 

We Have Consistently Operated at a Loss. Legal Life Plans was organized in 1991 and has consistently operated at a loss, and we cannot assure you that we will be able to operate Legal Life Plans profitably. In the event we are unsuccessful at operating our business profitably, we cannot assure you that Legal Life Plans could successfully become involved in any other business venture. We presently have no plans, commitment, or arrangements with respect to any other potential business venture.

 

We have no Operating Capital, and We Must Raise Additional Capital to Remain in Business. We presently have no operating capital and are dependent upon future fundraising efforts to provide the minimum capital necessary to continue our business. Such fundraising efforts may include the sale of additional shares of Legal Life Plans such as is contemplated in this offering or will involve commercial borrowing. Although we believe that our status as a publicly-traded company will enhance our ability to raise additional capital, our financial condition is dire and we are currently operating with no or very little working capital, and several loan obligations. We cannot assure you that such our shares will ever be publicly traded and capital will be available to meet the costs of our operations, or that it will be available on acceptable terms. Even if we raise the maximum amount of fundraising, we will still need to raise additional capital to operate our company. Presently, our current offering is our sole source of potential funding and we have no commitments or arrangements from commercial lenders or other sources.

 

Investment Risks

 

Speculative Investment. The shares of the Company’s common stock are a speculative investment. To date, the Company has generated substantial losses and has yet to achieve a profit. If the Company fails to generate profits, it is unlikely that the Company will be able to meet its financial obligations and investors could lose their entire investments.

 

Securities Class Action Claims Based Upon Price Fluctuation. Securities class action claims have been brought against issuing companies in the past after volatility in the market price of a company’s securities. With respect to the Company, such litigation could be very costly and divert the attention of the Company’s management and resources, and any adverse determination in such litigation could also subject the Company to significant liabilities, any or all of which could have a material adverse effect on the Company’s business, results of operations, and financial condition.

 

No Active Market. Although the Company’s shares are traded on the NASD Electronic Bulletin Board, the Company believes that the public trading price may be an inaccurate representation of the value of the Company because there is little or no trading volume in the Company’s shares and no analysts or NASD market makers actively follow the Company.

 

No Dividends. The Company does not anticipate paying dividends on its Common Stock in the foreseeable future, and may be restricted from paying dividends in the future pursuant to subsequent financing arrangements.

 

You Could be Diluted from the Issuance of Additional Common and Preferred Stock. Legal Life Plans is authorized to issue up to 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. To the extent of such authorization, our board of directors will have the ability, without seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the board may consider sufficient. The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on 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, to allow for timely decisions regarding required disclosure.

 

As of August 31, 2012, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Our board of directors has only one member. We do not have a formal audit committee.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of August 30, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of August 30, 2012, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of

its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended August 31, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II

 

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. OTHER INFORMATION

 

Not applicable.

 

ITEM 5. EXHIBITS

 

The following documents are filed as exhibits to this Form 10-Q:

 

INDEX TO EXHIBITS

 

Exhibit Number		Title of Document
3.1		Restated Certificate of Incorporation of Legal Life Plans, Inc., a Delaware corporation. (1)
3.2		Bylaws of Legal Life Plans, Inc., a Delaware corporation. (2)
31.1		Certification by Chief Executive Officer, Scott Weissman, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by Chief Financial Officer, Chene Gardner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by Chief Executive Officer, Scott Weissman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Chief Financial Officer, Chene Gardner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)

Filed as an Exhibit to the Company’s Form 8-K filed with the Commission on January 17, 2012.

(2)

Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective by the Commission on May 15, 2006.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	LEGAL LIFE PLANS, INC.
Date: October , 2012	BY: /S/ Scott Weissman
	Scott Weissman
	Chief Executive Officer