HEALTH ANTI AGING LIFESTYLE OPTIONS INC - 10QSB - 20040816 - PART_I
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
June 30,
December 31,
As at
2004
2003
$
$
ASSETS
CURRENT
Cash
56,305
77,675
TOTAL ASSETS
56,305
77,675
LIABILITIES
CURRENT
Accounts payable and accrued liabilities
16,763
21,689
TOTAL LIABILITIES
16,763
21,689
STOCKHOLDERS EQUITY
COMMON STOCK
Authorized: 200,000,000 shares, $0.001 par value
Issued and outstanding: 11,520,533 shares
(December 31, 2003: 11,520,533 shares)
11,521
11,521
ADDITIONAL PAID-IN CAPITAL
4,797,164
4,797,164
DEFICIT ACCUMULATED PRIOR TO NOVEMBER 29, 1989
(213,710)
(213,710)
DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE
(4,555,433)
(4,538,989)
TOTAL STOCKHOLDERS EQUITY
39,542
55,986
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
56,305
77,675
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
From
Inception of
Development
Stage on
Three Months
Ended
June 30,
Six Months
Ended
June 30,
November
29, 1989
Through
June 30,
2004
2003
2004
2003
2004
$
$
$
$
$
OTHER INCOME
-
-
-
-
201,577
GENERAL AND
ADMINISTRATIVE EXPENSES
(7,171)
(30,200)
(16,444)
(36,410)
(1,574,279)
LOSS ON INVESTMENT
-
(33,333)
-
(278,333)
(854,963)
LOSS ON RESCISSION OF
SHARE EXCHANGE AGREEMENT
-
-
-
(2,327,768)
(2,327,768)
NET LOSS
(7,171)
(63,533)
(16,444)
(2,642,511)
(4,555,433)
OTHER COMPREHENSIVE
INCOME
-
58,333
-
233,333
-
COMPREHENSIVE LOSS
(7,171)
(5,200)
(16,444)
(2,409,178)
(4,555,433)
BASIC LOSS PER SHARE
(0.00)
(0.01)
(0.00)
(0.26)
WEIGHTED AVERAGE
NUMBER OF SHARES
11,520,533
6,520,333
11,520,533
10,299,746
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
Deficit
Deficit
Accumulated
Accumulated
Total
Additional
Prior to
During
Stockholders
Common
Stock
Paid-in
November 29,
Development
Equity
Stock
Amount
Capital
1989
Stage
(Deficiency)
$
$
$
$
$
Balance, October 24, 1986
-
-
-
-
-
-
Issue of common stock to officers and
directors at $20.00 per share
250
-
5,000
-
-
5,000
Net loss for the year ended
December 31, 1986
-
-
-
-
-
-
Balance, December 31, 1986
250
-
5,000
-
-
5,000
Issue of common stock to
public at $1,000.00 per share
150
-
150,000
-
-
150,000
Less stock offering cost
-
-
(19,880)
-
-
(19,880)
Issue of common stock in
exchange for subsidiary
68
-
500
-
-
500
Issue of common stock for
services rendered at approximately
$20.00 per share
126
-
2,527
-
-
2,527
Issue of common stock by private
placement at $50.00 per share
1,512
2
75,561
-
-
75,563
Net loss for the year ended
December 31, 1987
-
-
-
(176,716)
-
(176,716)
Balance, December 31, 1987
2,106
2
213,708
(176,716)
-
36,994
Net loss for the year ended
December 31, 1988
-
-
-
(36,504)
-
(36,504)
Balance, December 31, 1988
2,106
2
213,708
(213,220)
-
490
Net loss for the year ended
December 31, 1989
-
-
-
(490)
-
(490)
Balance, December 31, 1989
2,106
2
213,708
(213,710)
-
-
Contribution of capital
-
-
35
-
-
35
Net loss for the year ended
December 31, 1990
-
-
-
-
(727)
(727)
Balance, December 31, 1990
2,106
2
213,743
(213,710)
(727)
(692)
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
Deficit
Deficit
Accumulated
Accumulated
Total
Additional
Prior to
During
Stockholders
Common
Stock
Paid-in
November 29,
Development
Equity
Stock
Amount
Capital
1989
Stage
(Deficiency)
$
$
$
$
$
Balance, December 31, 1990
(carried forward)
2,106
2
213,743
(213,710)
(727)
(692)
Net loss for the year ended
December 31, 1991
-
-
-
-
(224)
(224)
Balance, December 31, 1991
2,106
2
213,743
(213,710)
(951)
(916)
Net loss for the year ended
December 31, 1992
-
-
-
-
(236)
(236)
Balance, December 31, 1992
2,106
2
213,743
(213,710)
(1,187)
(1,152)
Net loss for the year ended
December 31, 1993
-
-
-
-
(235)
(235)
Balance, December 31, 1993
2,106
2
213,743
(213,710)
(1,422)
(1,387)
Common stock issued for cash and
services at approximately
$1.70 per share
3,534
4
5,996
-
-
6,000
Net loss for the year ended
December 31, 1994
-
-
-
-
(9,162)
(9,162)
Balance, December 31, 1994
5,640
6
219,739
(213,710)
(10,584)
(4,549)
Common stock issued for cash
at $20.00 per share
500
1
9,999
-
-
10,000
Forgiveness of debt
-
-
4,759
-
-
4,759
Net loss for the year ended
December 31, 1995
-
-
-
-
(6,019)
(6,019)
Balance, December 31, 1995
6,140
7
234,497
(213,710)
(16,603)
4,191
Common stock issued for cash
at $0.20 per share
90,000
90
17,910
-
-
18,000
Common stock issued for cash
at an average of $0.04 per share
4,615,400
4,615
148,846
-
-
153,461
Stock issue adjustment
3
-
-
-
-
-
Net loss for the year ended
December 31, 1996
-
-
-
-
(25,839)
(25,839)
Balance, December 31, 1996
4,711,543
4,712
401,253
(213,710)
(42,442)
149,813
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
Common
Stock
Stock
Amount
Additional
Paid-in
Capital
Advances
Under
Share
Exchange
Agreement
Deficit
Accumulated
Prior to
November
29,1989
Deficit
Accumulated
During
Development
Stage
Accumulated
Other
Comprehensive
Income
Total
Stockholders
Equity
(Deficiency)
$
$
$
$
$
$
$
Balance, December 31, 1996 (carried forward)
4,711,543
4,712
401,253
-
(213,710)
(42,442)
-
149,813
Net loss for the year ended
December 31, 1997
-
-
-
-
-
(188,917)
-
(188,917)
Balance, December 31, 1997
4,711,543
4,712
401,253
-
(213,710)
(231,359)
-
(39,104)
Net loss for the year ended
December 31, 1998
-
-
-
-
-
(226,743)
-
(226,743)
Balance, December 31, 1998
4,711,543
4,712
401,253
-
(213,710)
(458,102)
-
(265,847)
Net loss for the year ended
December 31, 1999
-
-
-
-
-
(420,608)
-
(420,608)
Balance, December 31, 1999
4,711,543
4,712
401,253
-
(213,710)
(878,710)
-
(686,455)
Issue of common stock to
public at $16.00 per share
250,000
250
3,999,750
-
-
-
-
4,000,000
Net loss for the year ended
December 31, 2000
-
-
-
-
-
(192,540)
-
(192,540)
Balance, December 31, 2000
4,961,543
4,962
4,401,003
-
(213,710)
(1,071,250)
-
3,121,005
Fractional share adjustment
357
-
-
-
-
-
-
-
Advances in year
Net loss for the year ended
December 31, 2001
-
-
-
-
-
-
(500, 000)
-
-
-
-
(137,987)
-
-
(500,000)
(137,987)
Balance, December 31, 2001
4,961,900
4,962
4,401,003
(500, 000)
(213,710)
(1,209,237)
-
2,483,018
Issue of common stock
under share exchange
agreement
11,614,133
11,614
(11,614)
-
-
-
-
-
Technology agreement at
$1.00 per share
150,000
150
149,850
-
-
-
-
150,000
Stock options granted to
non-employees
-
-
202,720
-
-
-
-
202,720
Advances in year
-
-
-
(1,797,768)
-
-
-
(1,797,768)
Net loss for the year ended
December 31, 2002
-
-
-
-
-
(523,211)
-
(523,211)
Other comprehensive loss
-
-
-
-
-
-
(350,000)
(350,000)
Balance, December 31, 2002
16,726,033
16,726
4,741,959
(2,297,768)
(213,710)
(1,732,448)
(350,000)
164,759
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
Common
Stock
Stock
Amount
Additional
Paid-in
Capital
Advances
Under
Share
Exchange
Agreement
Deficit
Accumulated
Prior to
November
29,1989
Deficit
Accumulated
During
Development
Stage
Accumulated
Other
Comprehensive
Income
Total
Stockholders
Equity
(Deficiency)
$
$
$
$
$
$
$
Balance, December 31, 2002
(carried forward)
16,726,033
16,726
4,741,959
(2,297,768)
(213,710)
(1,732,448)
(350,000)
164,759
Advances in year
-
-
-
(30,000)
-
-
-
(30,000)
Issuance of common stock at
a price of $0.01 per share
5,000,000
5,000
45,000
-
-
-
-
50,000
Rescission of share
exchange agreement
(10,200,500)
(10,205)
10,205
2,327,768
-
-
-
2,327,768
Net loss for the year ended
December 31, 2003
-
-
-
-
-
(2,806,541)
-
(2,806,541)
Other comprehensive income
-
-
-
-
-
-
350,000
350,000
Balance, December 31, 2003
11,520,533
11,521
4,797,164
-
(213,710)
(4,538,989)
-
55,986
Net loss for the period ended
June 30, 2004
-
-
-
-
-
(16,444)
-
(16,444)
Balance, June 30, 2004
11,520,533
11,521
4,797,164
-
(213,710)
(4,555,433)
-
39,542
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
From
Inception of
Development
Stage on
For the
For the
November
Six Months Ended
Six Months Ended
29, 1989
Through
June 30,
June 30,
June 30,
2003
2003
2004
OPERATING ACTIVITIES
$
$
$
Loss from operations
(16,444)
(2,642,511)
(4,555,433)
Adjustments to reconcile net loss to net
cash used in operating activities:
- Forgiveness of debt
-
-
4,759
- Amortization of discount on note receivable
-
-
(20,212)
- Stock issued for services
-
-
352,720
- Loss on sale of investment in development
stage company
-
278,333
420,000
- Loss on rescission of share exchange agreement
-
2,297,768
2,297,768
Changes in operating assets and liabilities:
- (Decrease) Increase in accounts payable
(4,926)
23,242
16,763
- Increase in allowance for loss on notes receivable
-
-
502,321
- Increase in accrued interest on notes receivable
-
-
(58,022)
Net cash used in operating activities
(21,370)
(43,168)
(1,039,336)
INVESTING ACTIVITIES
Advances under notes receivable
-
-
(424,087)
Investment in development stage company
-
-
(500,000)
Proceeds from sale of shares in development
stage company
-
55,000
80,000
Advances on share exchange agreement
-
-
(2,297,768)
Net cash (used in) provided by investing activities
-
55,000
(3,141,855)
FINANCING ACTIVITIES
Cash contributed to additional paid-in capital
-
-
35
Issuance of common stock
-
-
4,237,461
Net cash provided by financing activities
-
-
4,237,496
(DECREASE) INCREASE IN CASH
(21,370)
11,832
56,305
CASH AT BEGINNING OF PERIOD
77,675
28,515
-
CASH AT END OF PERIOD
56,305
40,347
56,305
See accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
June 30, 2004
NOTE 1 BASIS OF PRESENTATION
These unaudited financial statements have been prepared in accordance with the instructions to SEC Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto as at December 31, 2003.
In the opinion of the Companys management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the six month period ended June 30, 2004 are not necessarily indicative of the results that can be expected for the year ended December 31, 2004.
NOTE 2 GOING CONCERN
The Company is in the development stage. It has no revenue other than interest income and has accumulated losses during the development stage of $4,555,433. Until a business is acquired or developed and a self-sustaining level of operations is attained, any future financing will likely involve the further issuance of capital stock. The Companys financial statements were prepared using generally accepted accounting principles applicable to a going concern which contemplate the realization of assets and discharge of liabilities in the normal course of business. Management intends to secure additional financing through the issuance of stock. However, there can be no assurance that management will be successful in its efforts to secure additional financing through the issuance of common stock, or that it will ever develop a business which is self supporting. Such limitations could have a material adverse effect on the Companys financial condition or operations, and these financial statements do not include any adjustments that could result therefrom. These factors together raise substantial doubt about its ability to continue as a going concern.
ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
The Company was incorporated under the laws of Utah as Daur & Shaver, Inc. on October 24, 1986. On August 31, 1987, the Company completed the acquisition of all of the outstanding common shares of Western Antenna Research, Inc. a Colorado corporation. The Companys name was subsequently changed to Western Antenna Corporation. After two years of unsuccessful operations Western Antenna Research, Inc. was abandoned, the name of the Company was changed to Hortitech, Inc. and the Company was reclassified as a development stage enterprise on November 29, 1989. Subsequently, the name of the Company was changed to MicroAccel, Inc. on February 2, 2000.
Effective February 28, 2002, the Company issued 11,614,133 common shares to acquire 99.65% of the outstanding common stock of Network Lifestyle Radio Corp. (NLR). The share exchange was on a one share for one share basis. The Company subsequently changed its name from MicroAccel to Health Anti-Aging Lifestyle Options, Inc.
On March 31, 2003, the Company completed Compromise and Settlement Agreements to rescind certain Share Exchange Agreements entered into with former shareholders of NLR. The transactions resulted in the Company transferring and delivering directly and indirectly 5,452,500 common shares in NLR to former directors and executive officers of the Company, who were also prior shareholders of NLR; 4,981,500 common shares in NLR to prior shareholders of NLR and 1,180,133 common shares in NLR to NLRs treasury on behalf of the 22 former NLR shareholders who did not participate in the rescission. The Company received from the former shareholders of NLR an aggregate of 10,205,500 shares of its own common stock, which the Company cancelled.
Plan of Operation
On March 31, 2003, the Company rescinded its acquisition of Network Lifestyle Radio Corp.
The Company continues to explore new business opportunities. The Company has not identified any new business opportunities and has no agreements related to such opportunities. The Companys plan of operation is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; (iii) commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
Results of Operations
For the quarter just ended, much of the Companys resources were directed at locating new business opportunities. To date, the Company has not identified any new business opportunities and has no agreements related to such opportunities.
For the six-month period ended June 30, 2004, the Company recorded a net loss of $16,444.
The Company spent $16,444 in general and administrative expenses as compared to $36,410 for the same six-month period ended June 30, 2003.
Liquidity and Capital Resources
As of June 30, 2004 the Company had cash resources of $56,305 against total liabilities of $16,763 for a working capital position of $39,542.
During the next twelve months, the Companys only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business ventures. We believe we have sufficient funds to meet our cash requirements for the next twelve months.
ITEM 3.
CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive and Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period, the Companys management carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive and Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Companys Chief Executive and Financial Officer concluded that the Companys disclosure controls and procedures are effective in connection with the filing of the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.
There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.