Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
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 000-55064
ALIFE INC.
(Exact name of registrant as specified in its charter)
Delaware 46-3621581
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
521 Bukit Batok Street 23
#01-01
Singapore 659544
(Address of principal executive offices) (zip code)
65 6659 0028
(Registrant's telephone number, including area code)
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.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
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 Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
December 16, 2014
Common Stock, par value $0.0001 20,500,000
Documents incorporated by reference: None
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FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2014 (unaudited)
and December 31, 2013 1
Condensed Statements of Operations for the Three and Nine Months
Ended September 30, 2014 and for the Period from July 2, 2013
(Inception) to September 30, 2014 (unaudited) 2
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2014 and for the Period from July 2, 2013
(Inception) to September 30, 2014 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4-7
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ALIFE INC.
CONDENSED BALANCE SHEETS
ASSETS
September 30, December 31,
2014 2013
------------ ----------
(unaudited) (audited)
Current assets
Cash $ 2,050 $ 2,000
------------ -----------
Total assets $ 2,050 $ 2,000
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued liabilities $ 1,150 $ 400
------------ -----------
Total liabilities 1,150 400
------------ -----------
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,500,000 shares and
outstanding 2,050 2,000
Additional paid-in capital 2,857 257
Deficit accumulated during the
development stage (4,007) (657)
------------ -----------
Total stockholders' equity 900 1,600
------------ -----------
Total liabilities and stockholders'
equity $ 2,050 $ 2,000
============ ===========
The accompanying notes are an integral part of these unaudited
condensed financial statements
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ALIFE INC.
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
For the periods
For the three For the nine from July 2,
months ended months ended 2013 to
September 30, September 30, September 30,
2014 2014 2013
------------- ------------- -------------
Revenue $ - $ - $ -
Operating expenses 2,600 3,350 657
Income tax - - -
------------- ------------- -------------
Net loss $ (2,600) $ (3.350) (657)
============= ============= =============
Loss per share -
basic and diluted $ (0) $ (0) (0)
============= ============= =============
Weighted average shares-
basic and diluted 20,500,000 20,372,000 20,000,000
============= ============= =============
The accompanying notes are an integral part of these unaudited
condensed financial statements
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ALIFE INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
For the
period from
For the nine July 2, 2013
months ended (Inception) to
September 30, 2014 September 30, 2013
------------- --------------
OPERATING ACTIVITIES
Net loss $ (3,350) $ (657)
Changes in Operating Assets and
Liabilities
Accrued liablities 750 400
------------- --------------
Net cash used in operating activities (2,600) (257)
------------- --------------
FINANCING ACTIVITIES
Redemption of common stock (1,950) -
Proceeds from issuance of common stock 2,000 2,000
Proceeds from stockholders' additional
paid-in capital 2,600 257
------------- --------------
Net cash provided by financing
activities 2,650 2,257
------------- --------------
Net increase in cash 50 2,000
Cash, beginning of period 2,000 -
============= ==============
Cash, end of period $ 2,050 2,000
============= ==============
The accompanying notes are an integral part of these unaudited condensed
financial statements
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ALIFE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS
Alife Inc. (formerly Hill Run Acquisition Corporation) ("Alife" or "the
Company") was incorporated on July 2, 2013 under the laws of the state of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with the Compamy. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company
will be successful in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The accompanying unaudited financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our
results of operations, financial position and cash flows. The operating
results for interim periods are not necessarily indicative of results
that may be expected for any other interim period or for the full year.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of September 30, 2014 and December 31, 2013.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of September 30, 2014 and December 31, 2013.
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ALIFE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of September 30, 2014, there were no deferred taxes
due to the uncertainty of the realization of net operating loss or carry
forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss
of the entity. As of September 30, 2014, there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value
measurements of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at fair
value in the financial statements on a recurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access at
the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The Company monitors the market conditions and evaluates the fair value
hierarchy levels at least quarterly. For any transfers in and out of the levels
of the fair value hierarchy, the Company elects to disclose the fair value
measurement at the beginning of the reporting period during which the
transfer occurred.
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ALIFE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating losses during the period ended September 30,
2014. The Company had working capital of $900 and an accumulated
deficit of $4,007 as of September 30, 2014. The Company's continuation as
a going concern is dependent on its ability to generate sufficient cash
flows from operations to meet its obligations and/or obtaining additional
financing from its members or other sources, as may be required.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities
(Topic 915): Elimination of Certain Financial Reporting Requirements.
ASU 2014-10 eliminates the distinction of a development stage entity
and certain related disclosure requirements, including the elimination
of inception-to-date information on the statements of operations, cash
flows and stockholders' equity. The amendments in ASU 2014-10 will be
effective prospectively for annual reporting periods beginning after
December 15, 2014, and interim periods within those annual periods,
however early adoption is permitted. The Company adopted ASU 2014-10
during the quarter ended September 30, 2014, thereby no longer presenting
or disclosing any information required by Topic 915.
Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force) and the United States Securities and
Exchange Commission did not or are not believed by management to have
a material impact on the Company's present or future financial statements.
6
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ALIFE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 4 STOCKHOLDER'S EQUITY
On July 9, 2013, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.
On January 24, 2014, the Company redeemed an aggregate of 19,500,000
shares of common stock from the two directors and officers for an
aggregate redemption price of $1,950. On January 24, the Company
also issued 20,000,000 shares of common stock to the new and sole
director for $2,000.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of September 30, 2014,
20,500,000 shares of common stock and no preferred stock were issued
and outstanding.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Alife Inc. (formerly Hill Run Acquisition Corporation) (the "Company")
was incorporated on July 2, 2013 under the laws of the State of Delaware to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions.
In addition to a change in control of its management and
shareholders, the Company's operations to date have been limited to issuing
shares and filing a registration statement on Form 10 pursuant to the
Securities Exchange Act of 1934. The Company was formed to provide a method
for a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange Act
of 1934.
On September 30, 2013, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company has no employees.
The Company entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
On January 24, 2014, the following events occurred which resulted in
a change of control of the Company:
The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,950.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Neither Messrs. Cassidy
nor McKillop retain any shares of the Company's common stock.
Devan Nair was named as the sole director of the Company
and serves as its Chief Executive Officer.
On January 24, 2014 the Company issued 20,000,000 shares of its
common stock at par representing 97.6% of the then total outstanding
20,500,000 shares of common stock.
The Company has no employees and only one director who also serves as
the Company's sole officer.
Business
The Company was incorporated on July 2, 2013 under the laws of the
State of Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The Company has been
in the developmental stage since inception.
The Company anticipates that it will enter into a business combination
with Artificial Life Source PLC ("Alife PLC"), an profitable existing company
with global business operations primarily in Asia and Europe. Alife PLC has
developed proprietary artificial intelligence technologies providing the
ability to work with customers and licensees to create unique conversational
artificial intelligence. The core of the technology involves a functional
separation of human language processing and mathematical machine thought
providing for the deployment of intelligent applications to almost any
computing platform or operating systems. Certain of the applications
developed applying this new technology include:
Cinema interaction allowing the consumer to interact with a movie in real
time;
Companionship and monitoring capability to persons left alone, whether
elderly, children or incapacitated;
Remote access to healthcare facilities, healthcare professionals,and
pharmacists;
Robotic companion that interacts with a person's body movement, facial
expressions, singing and speech.
No agreements have been executed and if the Registrant makes any acquisitions,
mergers or other business combination, it will file a Form 8-K.
It is anticipated that such private company will bring with it to
such merger key operating business activities and a business plan. As of
the date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will effect
such a business combination there is no assurance that such combination will
be consummated.
If and when the Company chooses to enter into a business combination with
such private company or another, it will likely file a registration statement
after such business combination is effected.
The Company may develop its operations by marketing and internal
growth and/or by effecting a business combination with an operating company
in the field. The Company anticipates that if it enters such a business
combination it would likely take the form of a merger. It is anticipated
that such private company will bring with it to such merger key operating
business activities and a business plan. As of the date of this Report, no
agreements have been executed to effect any business combination.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. The Company may wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.
As of September 30, 2014, the Company had not generated revenues and
has sustained operating losses during the period ended September 30, 2014.
The Company had working capital of $500 and an accumulated deficit of
$4,007 as of September 30, 2014.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
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 Quarterly Report.
Changes in Internal Controls
Although the Company has effected a change in control, the
Company remains, as it was previously, a development stage company under
the direct control of its officers. There was no change in the
Company's internal control over financial reporting that was identified
in connection with such evaluation that occurred during the period
covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over
financial reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued common shares
pursuant to Section 4(2) of the Securities Act of 1933 as folllows:
On July 9, 2013 the Company issued the following shares of
its common stock:
Name Number of Shares Consideration
James Cassidy 10,000,000 $1,000
(9,750,000 redeemed)
James McKillop 10,000,000 $1,000
(9,750,000 redeemed)
January 24, 2014, The Company issued the following shares of
its common stock:
Name Number of Shares Consideration
Devan Nair 20,000,000 $2,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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.
ALIFE INC.
By: /s/ Devan Nair
Chief Executive Officer
Chief Financial Officer
Dated: December 16, 2014
