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 March 31, 2015
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 AIR 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
#05-A
Singapore 659544
(Address of principal executive offices) (zip code)
+ (65) 665 90028
(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
May 20, 2015
Common Stock, par value $0.0001 20,500,000
Documents incorporated by reference: None
______________________________________________________________
CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
______________________________________________________________________
ALIFE AIR, INC.
CONDENSED BALANCE SHEETS
ASSETS
March 31, December 31,
2015 2014
----------- ------------
(unaudited) (audited)
Current assets
Cash $ 0 $ 0
----------- -----------
Total assets $ 0 0
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ - -
----------- -----------
Total liabilities $ - -
----------- -----------
Stockholders' Deficit
Common Stock; $0.0001 par value, 2,050 2,050
100,000,000 shares authorized;
20,500,000 shares issued and
outstanding
Discount on Common Stock (2,050) (2,050)
Additional paid-in capital 12,222 6,598
Accumulated deficit (12,222) (6,598)
----------- -----------
Total stockholders' deficit - -
----------- -----------
Total Liabilities and
stockholders' deficit $ - $ -
=========== ===========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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ALIFE AIR, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the three For the three
months ended months ended
March 31, 2015 March 31, 2014
---------------- --------------
Revenue $ - $ -
Cost of revenue - -
---------------- --------------
Operating expenses 5,624 750
---------------- --------------
Operating loss (5,624) (750)
Loss before income taxes (5,624) (750)
================ ==============
Income tax expense -
Net loss $ (5,624) $ (750)
================ ==============
Loss per share -
basic and diluted $ (0.00) $ (0.00)
================ ==============
Weighted average shares-
basic and diluted 20,467,123 20,372,000
---------------- --------------
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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ALIFE AIR, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the three For the three
months ended months ended
March 31, 2015 March 31, 2014
----------- ----------
OPERATING ACTIVITIES
Net loss $ (5,624) $ (750)
----------- ----------
Non-cash adjustments to reconcile net loss
to net cash:
Expenses paid for by stockholder and
contributed as capital 5,624 -
----------- ---------
Changes in Operating Assets and Liabilities:
Accrued liability - 750
----------- ---------
Net cash (used in) operating
activities - -
----------- ---------
FINANCING ACTIVITIES
Redemption of common stock - (1,950)
Proceeds from issuance of common stock - 2,000
----------- ----------
Net cash provided by financing activities - 50
----------- ----------
Net increase in cash 0 50
Cash, beginning of period 0 2,000
----------- ----------
Cash, end of period $ 0 $ 2,050
=========== ==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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ALIFE AIR, INC.
Notes to Unaudited Condensed 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's 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 accompanying condensed consolidated balance sheet as of December 31,
2014, which has been derived from the Company's audited financial statements
as of that date, and the unaudited condensed consolidated financial information
of the Company as of March 31, 2015 and for the three months ended March 31,
2015 and 2014, have been prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") for interim
financial information and with the instructions to Form 10-Q and Article 8-03
of Regulation S-X. In the opinion of management, such financial information
includes all adjustments considered necessary for a fair presentation of the
Company's financial position at such date and the operating results and cash
flows for such periods. Operating results for the interim period ended March
31, 2015 are not necessarily indicative of the results that may be expected
for the entire year. Certain information and footnote disclosure normally
included in financial statements in accordance with generally accepted
accounting principles have been omitted pursuant to the rules of the United
States Securities and Exchange Commission ("SEC"). These unaudited financial
statements should be read in conjunction with our audited financial statements
and accompanying notes included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2014 filed on April 14, 2015.
USE OF ESTIMATES
The preparation of unaudited condensed 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 condensed 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 or
cash equivalents as of March 31, 2015 and December 31, 2014, respectively.
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 March 31,
2015.
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ALIFE AIR, INC.
Notes to Unaudited Condensed Financial Statements
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 March 31, 2015 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 March 31, 2015, 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
condensed financial statements (unaudited) 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
condensed financial statements (unaudited) 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 March 31, 2015.
The Company had an accumulated deficit of $12,222 as of March 31, 2015.
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.
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ALIFE AIR, INC.
Notes to Unaudited Condensed Financial Statements
The accompanying unaudited condensed 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
condensed unaudited 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 August, 2014, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial
Statements - Going Concern (Subtopic 205-40), which now requires management
to evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the entity's ability to
continue as a going concern within one year after the date the financial
statements are issued. If conditions or events raise substantial doubt about
an entity's ability to continue as a going concern, and substantial doubt is
not alleviated after consideration of management's plans, additional
disclosures are required. The amendments in this update are effective for
the annual period ending after December 15, 2016, and for annual periods and
interim periods thereafter. Early application is permitted. These requirements
were previously included within auditing standards and federal securities law,
but are now included within U.S. GAAP. We are currently assessing the impact of
the adoption of ASU No. 2014-15 on our financial statements and disclosures.
In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities
(Topic 915) - Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities Guidance in Topic 810,
Consolidation, which eliminates the concept of a development stage entity
(DSE) in its entirety from current accounting guidance. We have elected early
adoption of this standard, which eliminates the designation of DSEs and the
requirement to disclose results of operations and cash flows since inception.
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 March 31, 2015
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 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.
As of March 31, 2015 Alife had not generated revenues and
had no income or cash flows from operations since inception. At
March 31, 2015 Alife had sustained net loss of $5,624, and
had an accumulated deficit accumulated of $12,222.
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 Alife
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 Alife.
Management will pay all expenses incurred by Alife until a
change in control is effected. There is no expectation of repayment
for such expenses.
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.
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 March 31, 2015, the Company had not generated revenues and
had no income or cash flows from operations since inception. At March 31,
2015, the Company had sustained a net loss of $5,624 and had an
accumulated deficit of $12,222.
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
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
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.
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 AIR, INC.
By: /s/ Devan Nair
President, Chief Financial Officer
Dated: May 20, 2015
