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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Previsto International Holdings Inc (CE) | USOTC:HLOI | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.000133 | 0.00 | 01:00:00 |
====================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
| [X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| FOR THE QUARTERLY PERIOD ENDED | September 30, 2007 | |
| 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:
000-50068
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
(Exact name of small business issuer as specified in its charter)
| UTAH | 90-0097142 |
| (State of other jurisdiction of incorporation or | (IRS Employer Identification Number) |
| organization) |
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
Suite 490-580 Hornby Street
Vancouver, British Columbia
Canada V6C 3B6
(Address of principal executive offices)
(604) 687-6991
(Issuer’s telephone number)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: October 24, 2007: 15,520,533
The Company is a Shell company: Yes [ X ] No [ ]
====================================================================================
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
See Accompanying Notes to the Financial Statements
See Accompanying Notes to the Financial Statements
| HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC. | |||||||
| STATEMENT OF STOCKHOLDERS’ EQUITY | |||||||
| (Unaudited) | |||||||
| Deficit | Total | ||||||
| Additional | Accumulated | Stockholders’ | |||||
| Common | Stock | Paid -in | Since | Equity | |||
| Shares | Amount | Capital | Inception | (Deficiency) | |||
| # | $ | $ | $ | $ | |||
| Balance, December 31, 2004 | 11,520,533 | 11,521 | 4,797,164 | (4,786,464 | ) | 22,221 | |
| Issue of common stock on | |||||||
| November 7, 2005 at a price | |||||||
| of $0.01 per share pursuant to | |||||||
| the exercise of warrants | 4,000,000 | 4,000 | 36,000 | - | 40,000 | ||
| Net loss for the year ended | |||||||
| December 31, 2005 | - | - | - | (22,325 | ) | (22,325 | ) |
| Balance, December 31, 2005 | 15,520,533 | 15,521 | 4,833,164 | (4,808,789 | ) | 39,896 | |
| Net loss for the year ended | |||||||
| December 31, 2006 | - | - | - | (22,122 | ) | (22,122 | ) |
| Balance, December 31, 2006 | 15,520,533 | 15,521 | 4,833,164 | (4,830,911 | ) | 17,774 | |
| Net loss for the period ended | |||||||
| September 30, 2007 | - | - | - | (10,325 | ) | (10,325 | ) |
| Balance, September 30, 2007 | 15,520,033 | 15,521 | 4,833,164 | (4,841,236 | ) | 7,449 | |
See Accompanying Notes to the Financial Statements
| HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC. | ||||
| STATEMENTS OF CASH FLOWS | ||||
| (Unaudited) | ||||
| Nine Month | Nine Month | |||
| Period Ended | Period Ended | |||
| September 30, 2007 | September 30, 2006 | |||
| $ | $ | |||
| OPERATING ACTIVITIES | ||||
| Net Loss | (10,325 | ) | (10,271 | ) |
| Changes in operating assets and liabilities: | ||||
| - (Decrease) increase in accounts payable | (5,357 | ) | (4,510 | ) |
| Net cash used in operating activities | (15,682 | ) | (14,781 | ) |
| FINANCING ACTIVITIES | ||||
| Issuance of common stock | - | - | ||
| Net cash provided by financing activities | - | - | ||
| (INCREASE) DECREASE IN CASH | (15,682 | ) | (14,781 | ) |
| CASH AT BEGINNING OF PERIOD | 38,853 | 61,581 | ||
| CASH AT END OF PERIOD | 23,171 | 46,800 | ||
See Accompanying Notes to the Financial Statements
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2007
NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS
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 in the United States of America have been condensed or omitted pursuant to such instructions. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto as at December 31, 2006.
In the opinion of the Company’s 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 nine-month period ended September 30, 2007 are not necessarily indicative of the results that can be expected for the year ended December 31, 2007.
The Company is in the development stage. It has no revenue other than interest income and has accumulated losses during the development stage of $4,841,236. Until a business is acquired or developed and a self-sustaining level of operations is attained, any future financing will likely involve the further issue of capital stock. The Company’s 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 Company’s 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at September 30, 2007 and December 31, 2006, the Company has cash and cash equivalents in the amount of $ nil which are over the federally insured limit. As at the same dates it has $nil in cash equivalents.
Advertising costs
All advertising costs are expensed as incurred. During the periods ended September 30, 2007 and 2006 the Company did not incur any advertising costs.
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2007
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-based compensation
The Company has adopted SFAS No. 123R "Share Based Payments" in accounting for stock options and similar equity instruments. Accordingly, compensation costs attributable to stock options or similar equity instruments granted to employees are measured at the fair value at the grant date, and expensed over the expected vesting period with a corresponding increase to additional paid-in capital. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. As at September 30, 2007 and December 31, 2006 the Company has not issued any stock options or similar equity instruments.
Comprehensive income
In accordance with SFAS 130, “Reporting Comprehensive Income” (“SFAS 130"), comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses when the functional currency is not U.S. dollars, and minimum pension liability.
For the periods ended September 30, 2007 and 2006, the Company’s financial statements include none of the additional elements that affect comprehensive income. Accordingly, net income and comprehensive income are identical.
Loss per share
Basic loss per common share has been calculated based on Halo’s weighted average number of common shares outstanding during the period. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 period. Actual results could differ from those estimates.
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2007
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial instruments and financial risk
The Company’s financial instruments consist of cash and accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest rate, foreign currency fluctuation risks or credit risks arising from these financial instruments and, unless otherwise noted, that the fair value of the current assets and liabilities approximate their carrying values due to their short-term nature.
Translation of foreign currencies
The Company’s functional currency is U.S. dollars and unless otherwise indicated all amounts in these financial statements are stated in U.S. dollars.
Revenues and expenses arising from foreign currency transactions are translated into United States dollars at the average rate of exchange for the period. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at the rates prevailing on the balance sheet date. Other assets and liabilities are translated into United States dollars at the rates prevailing on the transaction dates. Exchange gains and losses are recorded as income or expense in the period in which they occur.
Income taxes
The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws or rates are considered.
Due to the uncertainty regarding the Company’s profitability, the deferred tax benefits of its losses have been fully reserved for and no net tax benefit has been recorded in the financial statements.
Recent accounting pronouncements
The FASB has recently issued SFAS No. 155 to SFAS No. 159 but they will not have any relationship to the current operations of the Company. Therefore, a description and its impact on the Company’s operations and financial position for each have not been disclosed.
NOTE 3
–
COMMON STOCK
As at September 30, 2007 and December 31, 2006, there are no shares subject to warrants, agreements or options.
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2007
NOTE 4 – INCOME TAXES
No provision for income taxes has been made for the years presented as the Company incurred net losses.
The potential benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.
The approximate tax effects of each type of temporary difference that gives rise to future tax assets are as follows:
| September 30, | December 31, | ||
| 2007 | 2006 | ||
| $ | $ | ||
| Net operating loss carry forwards | |||
| (expiring in 2008 to 2027) | 3,722,447 | 3,712,122 | |
| Statutory tax rate | 20 % - 39% | 20 % - 39% | |
| Deferred tax assets | |||
| - net operating loss carry forwards | 1,451,754 | 1,447,728 | |
| Less: Valuation allowance | (1,451,754 ) | (1,447,728 ) | |
| Net deferred tax assets | - | - | |
Item 2. Management’s Discussion and Analysis or Plan of Operation
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do no intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report the terms “we”, “us”, “our”, the “Company” and “HALO” means Health Anti-Aging Lifestyle Options, Inc. unless otherwise indicated.
General
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 Company’s 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 NLR’s 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.
We are a start-up corporation and have not yet generated or realized any revenues from our business operations. We have no revenue other than interest income and have accumulated losses during the development stage of $4,841,236. We expect to generate operating losses during some or all of our planned development stages, which raises substantial doubt about our ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependant upon our ability to meet our financial requirements, raise additional capital; which will likely involve the further issuance of capital stock, and the success of our future operations.
Our plan of operation for the next twelve months will be 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) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
Plan of Operation
The Company is in the development stage and continues to explore new business opportunities. We have not identified any new business opportunities and have no agreements related to such opportunities. Our plan of operation over the next twelve months 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.
If we are unable to identify any new business opportunities and cannot generate sufficient revenues to fund all of our anticipated expenses, we will either have to suspend operations until we do raise the cash, or cease operations entirely.
We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or as loans from our director. However, we have no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses. We do not have any arrangements in place for any future equity financing.
Results of Operations
For the quarter just ended, much of our efforts were directed at locating new business opportunities and maintaining the Company’s regulatory filings. To date, we have not identified any new business opportunities and have no agreements related to such opportunities.
For the nine-month period ended September 30, 2007, we recorded a net loss of $10,325. We spent $10,328 in general and administrative expenses as compared to $10,274 for the same nine-month period ended September 30, 2006.
Liquidity and Capital Resources
As of September 30, 2007, we had cash resources of $23,171 against total liabilities of $15,722 for a working capital position of $7,449.
During the next twelve months, the Company’s 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 currently do not have sufficient funds to meet our cash requirements for the next twelve months. We intend to raise the capital required to fund our cash requirements and future business opportunities by issuing debt and/or equity securities, although we have no current arrangements or agreements related to such financings at this time. Management continues to explore a variety of options to meet the Company's cash requirements and future capital requirements, including the possibility of equity offerings, debt financing, and business combinations. There can be no assurance that financing will be available or accessible on reasonable terms.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange act, as of the end of the period covered by this quarterly report, being September 30, 2007, we have carried out an evaluation on the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive and Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive and Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our company’s internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation, including any significant deficiencies or material weakness of internal controls that would require corrective action.
Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive and Chief Financial Officer is appropriate, to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
None.
None.
None.
None.
The following Exhibits are filed with this report:
Exhibit 31.1 – Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 – Chief Executive Officer and Chief Financial Officer
Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer and Chief Financial Officer
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 on this 29 th day of October 2007.
| HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC. | ||
| BY: | BRUCE SCHMIDT | |
| Bruce Schmidt | ||
| Chief Executive and Chief Financial Officer | ||
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