Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
[ ] 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 AIR INC.
(Exact name of registrant as specified in its charter)
ALIFE, INC.
(Former 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
#05-A
Singapore 659544
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (65) 665 90028
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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 Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] 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", "non-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 smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
March 30, 2015
Common Stock, par value $0.0001 20,500,000
Documents incorporated by reference: None
PART I
Item 1. Business
In March, 2015, Alife, Inc. changed its name to Alife Air
Inc. Alife Air Inc. ("Alife" or the "Company") was incorporated as
Hill Run Acquisition Corporation 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 January, 2014, the Hill Run Acquisition Corporation changed its
name to Alife, Inc. The Company has been in the developmental stage
since inception.
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.
On January 24, 2014, the the Company effected a change in control
through the following transactions:
The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock;
The former officers and directors of the Company resigned. Such
former officers and directors each beneficially retain 250,000 shares
of the Company's common stock.
Devan Nair was named as the sole director of the Company
and serves as its President, Secretary and Treasurer.
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.
CURRENT ACTIVITIES
The Company has 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.
The Company has not entered into any definitive or binding agreements
and there are no assurances that such transactions will occur, it is
actively pursuing the following avenue of development:
The Company anticipates that it will enter into a business
combination with Alife Air Automobiles Pte. Ltd. ("Alife Air Auto")
instead of Artificial Life Source PLC as previously anticipated. The
Company believes that Alife Air Auto is a better strategic fit for
the Company's future direction to provide proprietary and sustainable
clean air technologies and solutions with a variety of commerically
viable applications that reduce air pollution and provide renewable
energy. The Company anticipates starting with automobiles in
Singapore (utilizing proprietary rotary engines and pollution-free
clean air as fuel) and possible subsequent expansion. In light of
this anticipated direction, the Company changed its name. The Company's
primary focus is on the development of sustainable clean air solutions
for the automobile industry. The Company looks to alternative
designs that the Company anticipates may alter user habits and
introduce users to sustainable solutions in light of pollution
and fossil fuel issues.
No agreements have been executed and if the Company 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.
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 December 31, 2014, the Company had not generated revenues and
had no income or cash flows from operations since inception. At December
31, 2014, the Company had sustained a net loss of $5,941 and had an
accumulated deficit of $6,598.
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.
Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses. Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.
There is no assurance that the Company will ever be profitable.
Item 2. Properties
The Company has no properties and at this time has no agreements
to acquire any properties. The Company currently uses the offices of
its president at no cost to the Company.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Once and if a business combination is effected, the Company may
wish to cause the Company's common stock to trade in one or more United
States securities markets. The Company anticipates that it will take
the steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES
July 9, 2013 James Cassidy 10,000,000
(9,750,000 redeemed 1/24/2014)
July 9, 2013 James McKillop 10,000,000
(9,750,000 redeemed 1/24/2014)
January 24, 2014 Devan Nair 20,000,000
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
As of December 31, 2014, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2014, the Company had sustained a net loss of $5,941 and
had an accumulated deficit of $6,598.
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 the
combination of that target company with the Company.
Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses. Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.
The Company has 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.
The Company anticipates that it will enter into a business
combination with Alife Air Automobiles Pte Ltd. ("Alife Air Auto")
instead of Artificial Life Source PLC as previously anticipated. The
Company believes that Alife Air Auto is a better strategic fit for
the Company's future direction to provide proprietary and sustainable
clean air technologies and solutions with a variety of commerically
viable applications that reduce air pollution and provide renewable
energy. The Company anticipates starting with automobiles in
Singapore (utilizing proprietary rotary engines and pollution-free
clean air as fuel) and possible subsequent expansion. In light of
this anticipated direction, the Company changed its name. The Company
looks to alternative designs that the Company anticipates may alter
user habits and introduce users to sustainable solutions in light
of pollution and fossil fuel issues.
A likely target company with which the Company may effect a business
combination is one seeking the perceived benefits of a reporting
corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
In analyzing prospective a business combination, the Company may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors. This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
2014 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and incorporation and
accounting fees as required for incorporation and for the preparation
of the Company's financial statements.
As of December 31, 2014, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2014, the Company had sustained a net loss of $5,941
and had an accumulated deficit of $6,598.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2014
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no disagreements with the Company's accountants on
accounting or financial disclosure for the period covered by this
report.
Item 9A. Controls 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 fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of the evaluation. Based upon that evaluation, the principal
executive officer 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, summarized
and processed timely. The principal executive officer is directly
involved in the current day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2014, based on the criteria establish in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, management
concluded that the Company's internal control over financial reporting
was not effective as of December 31, 2014, based on those criteria. A
control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues
have been detected.
Anton & Chia, the independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls
over financial reporting during its fourth fiscal quarter that have
materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Positions and Offices Held
----------------- -----------
Devan Nair Chief Executive Officer, Director
Management of the Company
The Company has no full time employees.
On January 24, 2014 James Cassidy and James McKillop, both
directors of the Company and the then president and vice president,
respectively, resigned as directors and all offices of the Company.
Messrs. Cassidy and McKillop each beneficially retain 250,000 shares of
the Company's common stock.
Devan Nair was named as the sole director of the Company and
appointed its Chief Executive Officer.
Devan Nair serves as the sole director and officer of the Company.
Mr. Nair is the co-founder of Alife PLC and has worked in the animation
industry as a director with over twenty years of experience in all phases
of traditional 2D and 3D animation for network television as well as
theatrical release with special emphasis in computer software integration.
Prior to founding Alife PLC, Mr. Nair founded several companies that are
running successfully in other geographic regions including the following:
Founded PHEE! PHOO! Pte Ltd in 2001 which won first prize in the Nokia
Regional Extreme Challenge for the title, Excellence In Mobile Service
as Most Innovative Company.
KIDZ-TV.com in 2001 which went on to design, develop and own the single
largest animation kids TV series library.
Founded Southern Light Studios (Manila) in 1998 which became the fourth
largest animation studio in the Philippines.
Founded Southern Light Studios (Singapore) in 1995 which won the Prime
Minister Award for Industry Service.
Founded Animation International Pte Ltd in 1990 which was selected
to lead an Asian team of Game Designers and Developers in PHILIP
International. The company also launched new technology, CD-1 (Compact
Disc Interactive).
Conflicts of Interest
Devan Nair, the sole officer and director of the Company,
is also an executive officer of the potential target company with
whom the Company is considering in regard to effecting a business
combination. Such a business combination may result in a benefit to
the target company and its shareholders.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has only three shareholders, one of whom also serves as
the director and key executive officer. The Company has no operations or
business and does not receive any revenues or investment capital. The
adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and
only persons to whom such code applied. Furthermore, because the Company
does not have any activities, there are activities or transactions which
would be subject to this code. At the time the Company enters into a
business combination or other corporate transaction, the current officer
and director may recommend that such a code be adopted.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. The Company has no activities, and receives no
revenues. At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.
Because there are only three shareholders of the Company, there is no
established process by which shareholders to the Company can nominate
members to the Company's board of directors. Similarly, however, at
such time as the Company has more shareholders and an expanded board
of directors, the new management of the Company may review and implement,
as necessary, procedures for shareholder nomination of members to the
Company's board of directors.
Item 11. Executive Compensation
The Company's sole officer and director does not receive any
compensation for services rendered to the Company, nor has any
former officer or director received any compensation in the past.
The sole officer and director is not accruing any compensation
pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2014, each
person known by the Company to be the officer or director of the
Company or a beneficial owner of five percent or more of the Company's
common stock. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock(1)
Devan Nair 20,000,000 97.6%
521 Bukit Batok Street 23
#05-A, Singapore 659544
All Executive Officers and 20,000,000 97.6%
Directors as a Group (1 Person)
(1) Based on 20,500,000 shares outstanding.
Item 13. Certain Relationships and Related Transactions and
Director Independence
Devan Nair is the majority shareholder of the Company and
also serves as its president and sole director.
As the organizers and developers of Hill Run Acquisition
Corporation the predecessor name to the Company, James Cassidy and
James McKillop may be considered promoters. Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing its registration statement
of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the
sole director, officer and shareholder, paid all expenses incurred by
the Company until January 24, 2014 the date of the change in control,
without repayment.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is
likely Mr. Nair would not be considered an independent director if
it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and incorporation and Delaware state
fees. The Company's current and former president donated their time
in preparation and filing of all state and federal required taxes and
reports.
Audit Fees
The aggregate fees paid for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2013 December 31, 2014
----------------- -----------------
$ 5,941
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheets as of December 31, 2014 and 2013 2
Statements of Operations for the year ended December 31,
2014 and the period from July 2, 2013
(Inception) to December 31, 2013. 3
Statement of Changes in Stockholders' Deficit for the Period
from July 2, 2013 (Inception) to December 31, 2014 4
Statements of Cash Flows for the year ended December 31,
2014 and the period from July 2, 2013
(Inception) to December 31, 2013 5
Notes to Financial Statements 6-8
ANTON & CHIA, LLP CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Alife Air Inc.
We have audited the accompanying balance sheets of Alife Air Inc.
(the "Company") as of December 31, 2014 and the related statements
of operations, stockholders' deficit, and cash flows for the period
from July 2, 2013 (Inception) through December 31, 2013 and for the
year ended December 31, 2014. The Company's management is responsible
for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Alife Air Inc. as of
December 31, 2014 and December 31, 2013, and the results of its operations
and its cash flows for the period from July 2, 2013 (Inception) through
December 31, 2013 and for the year ended December 31, 2014, in conformity
with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which includes
the raising of additional equity financing or merger with another entity.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Anton & Chia, LLP
Newport Beach, CA
April 14, 2015
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ALIFE AIR INC.
BALANCE SHEETS
ASSETS
December 31, December 31,
2014 2013
----------- ------------
Current assets
Cash $ 0 $ 2,000
----------- -----------
Total assets $ 0 2,000
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ - 400
----------- -----------
Total liabilities $ - 400
----------- -----------
Stockholders' Deficit
Common Stock; $0.0001 par value, 2,050 2,000
100,000,000 shares authorized;
20,500,000 shares issued and
outstanding
Discount on Common Stock (2,050) -
Additional paid-in capital 6,598 257
Deficit (6,598) (657)
----------- -----------
Total stockholders' deficit - 1,600
----------- -----------
Total Liabilities and
stockholders' deficit $ - $ 2,000
=========== ===========
The accompanying notes are an integral part of these financial statements
2
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ALIFE AIR INC
STATEMENTS OF OPERATIONS
For the period
from July 2,
Year End 2013 (Inception)
December 31, to December 31,
2014 2013
------------- -------------
Revenue $ - $ -
Cost of revenue - -
------------- -------------
Gross profit - -
Operating expenses 5,941 657
------------- -------------
Operating loss (5,941) (657)
Loss before income taxes (5,941) (657)
------------- -------------
Income tax expense - -
------------- -------------
Net loss $ (5,941) $ (657)
============= =============
Loss per share -
basic and diluted $ (0.00) (0.00)
------------- -------------
Weighted average shares-
basic and diluted 20,467,123 20,000,000
============= =============
The accompanying notes are an integral part of these financial statements
3
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ALIFE AIR INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Total
Common Stock Additional Discount Stock-
----------------------- Paid-In on Common Accumulated holders'
Shares Amount Capital Stock Deficit Deficit
---------- -------- ------- --------- ---------- ---------
Balance July 2,
2013(inception) - - - - - -
Issuance of
common stock 20,000,000 2,000 - - - 2,000
Additional paid-in
capital - - 257 - - 257
Net loss - - - - (657) (657)
---------- -------- ------- --------- ---------- ---------
Balance,
December 31, 2013 20,000,000 $ 2,000 $ 257 $ - $ (657) $ 1,600
=========== ======== ======== ========= ========= ========
Redemption of shares (19,500,000) (1,950) - - - -
Issuance of
common stock 20,000,000 2,000 - (2,000) - (2,000)
Additional paid-in
capital - - 6,341 - - 6,341
Net loss - - - - (5,941) (5,941)
---------- -------- ------- --------- ---------- ---------
Balance,
December 31, 2014 20,500,000 $ 2,050 $ 6,598 $ (2,000) $ (6,598) $ -
=========== ======== ======== ========= ========= ========
The accompanying notes are an integral part of these financial statements
4
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ALIFE AIR,INC.
STATEMENTS OF CASH FLOWS
For the period
from July 2,
Year End 2013 (Inception)
December 31, to December 31,
2014 2013
----------------- ----------------
OPERATING ACTIVITIES
Net loss $ (5,941) (657)
------------------ ----------------
Non-Cash adjustments to reconcile loss
to net cash and expenses paid by
stockholder and contributed as capital 5,941 -
Changes in Operating Assets and Liabilities
Accrued liabilities - 400
----------------- ----------------
Net cash used in operating activities - (257)
----------------- ----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Discount On Issuance of Common Stock (2,000) -
Proceeds from stockholders' contributions - 257
----------------- ----------------
Net cash used in financing activities (2,000) 2,257
----------------- ----------------
Net (decrease) increase in cash (2,000) 2,000
Cash, beginning of period 2,000 -
----------------- ----------------
Cash, end of period $ - $ 2,000
================= ================
The accompanying notes are an integral part of these financial statements
5
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ALIFE AIR INC.
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
Alife Air Inc. ("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 Company. 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 summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.
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
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
and cash equivalents as of December 31, 2014.
--------------------------------------------------------------------
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 December 31, 2014.
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 December 31, 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 reflect
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 December 31, 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. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
financial statements on a nonrecurring 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 carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
--------------------------------------------------------------------
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 December 31,
2014. The Company had an accumulated deficit of $6,598 as of
December 31, 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
On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities
(Topic 915). The amendments in this update remove the definition of a
development stage entity from Topic 915, thereby removing the distinction
between development stage entities and other reporting entities from U.S.
GAAP. In addition, the amendments eliminate the requirements for development
stage entities to (1) present inception-to-date information on the statements
of income, cash flows, and shareholder's equity, (2) label the financial
statements as those of a development stage entity, (3) disclose a description
of the development stage activities in which the entity is engaged, and (4)
disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
Early adoption is permitted. The Company has adopted this accounting standard.
The accounting pronouncement does not have a material effect on the financial
statements.
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.
NOTE 4 STOCKHOLDERS' DEFICIT
On July 9, 2013, the Company issued 20,000,000 common shares to two
directors and officers at a discount of $2,000 of which all but 500,000
shares were redeemed.
In January, 2014, the Company issued 20,000,000 shares to its then
sole officer and director.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2014,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
NOTE 5 INCOME TAXES
Deferred taxes represent the net tax effects of the temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes. Temporary differences result primarily from the
recording of tax benefits of net operating loss carry forwards and
stock-based compensation.
As of December 31, 2014, the Company has an insufficient history to
support the likelihood of ultimate realization of the benefit associated
with the deferred tax asset. Accordingly, a valuation allowance has been
established for the full amount of the net deferred tax asset.
The Company's effective income tax rate differs from the amount computed
by applying the federal statutory income tax rate to loss before income
taxes as follows
December 31, December 31
2014 2013
---------------------------------
Current $ - $ -
Deferred - -
---------------------------------
Total Tax Provision $ - $ -
=================================
December 31, December 31
2014 2013
--------------------------------
Deferred tax assets $ 977 $ 108
Less valuation allowances (977) (108)
--------------------------------
$ - $ -
=================================
December 31, December 31
2014 2013
Income tax benefit at the
federal statutory rate 15.0% 15.0%
State income tax benefit,
net of federal tax benefit 1.4% 1.4%
Change in valuation allowance
for deferred tax assets -16.4% -16.4%
--------------------------------
0.0% 0.0%
=================================
As of December 31, 2014 and 2013, the Company had estimated Federal
and State of Delaware income tax net operating loss carryforwards of
approximately $0 and $0, respectively.
As a result of the implementation of certain provisions of ASC 740,
Income Taxes, the Company performed an analysis of its previous tax
filings and determined that there were no positions taken that it
considered uncertain. Therefore, there were no unrecognized tax
benefits as of December 31, 2014 and 2013.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 AIR, INC.
Formerly Alife, Inc.
By: /s/ Devan Nair
Chief Executive Officer
Dated: April 14, 2015
By: /s/ Devan Nair
Chief Financial Officer
Dated: April 14, 2015
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Devan Nair Director April 14, 2015
