UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|
FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2009
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OR
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|
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|
[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
file number 000-50068
HEALTH ANTI-AGING LIFESTYLE OPTIONS,
INC.
(Exact
name of registrant as specified in its charter)
UTAH
(State
or other jurisdiction of incorporation or organization)
4233
E. Magnolia Avenue
Phoenix,
AZ
85034
(Address of
principal executive offices, including zip code.)
(602)
561-9177
(telephone
number, including area code)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act 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 last 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,” “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]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
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: 15,520,533 as of June 1, 2009.
PART
I – FINANCIAL INFORMATION
ITEM
1.
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FINANCIAL
STATEMENTS
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|
Balance
Sheets
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F-1
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Statements
of Operations
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F-2
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Statements
of Cash Flows
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F-3
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Statements
of Stockholders’ Equity
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F-4
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Notes
to Financial Statements
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F-5
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HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
BALANCE
SHEETS
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March 31,
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December
31,
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As
at
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2009
|
2008
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(Unaudited)
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(Audited)
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$
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$
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ASSETS
|
CURRENT
|
|
|
|
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Cash and cash
equivalents
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2,793
|
5,146
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|
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TOTAL
ASSETS
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2,793
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5,146
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LIABILITIES
|
CURRENT
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|
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Accounts payable and accrued
liabilities
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21,285
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20,661
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Due
to a related party (Note 5)
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10,000
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10,000
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|
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TOTAL
LIABILITIES
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31,285
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30,661
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STOCKHOLDERS’
EQUITY (DEFICIENCY)
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COMMON
STOCK
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Authorized: 200,000,000 shares,
$0.001 par value
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|
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Issued and
outstanding: 15,520,533 shares
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|
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(December
31, 2008: 15,520,533 shares)
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15,521
|
15,521
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|
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ADDITIONAL
PAID-IN CAPITAL
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4,833,164
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4,833,164
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DEFICIT
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(4,877,177)
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(4,874,200)
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TOTAL
STOCKHOLDERS’ EQUITY (DEFICIENCY)
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(28,492)
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(25,515)
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
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2,793
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5,146
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NOTE
1 – NATURE AND CONTINUANCE OF OPERATIONS
See
accompanying Notes to the Financial Statements
F-1
HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
STATEMENTS
OF OPERATIONS
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|
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|
Three
Month
Period
Ended
March
31,
2009
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Three
Month
Period
Ended
March
31,
2008
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$
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$
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|
|
|
OTHER
INCOME
|
1
|
1
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GENERAL
AND ADMINISTRATIVE EXPENSES
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(2,978)
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(2,454)
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|
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NET
(LOSS) AND COMPREHENSIVE (LOSS)
FOR
THE PERIOD
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(2,977)
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(2,453)
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|
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LOSS
PER SHARE
|
|
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Basic
and diluted
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(0.00)
|
(0.00)
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|
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WEIGHTED
AVERAGE NUMBER
OF
SHARES OUTSTANDING
|
|
|
Basic
and diluted
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15,520,533
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15,520,533
|
See
accompanying Notes to the Financial Statements
F-2
HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Unaudited)
|
|
Common
Shares
|
|
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Stock
Amount
|
|
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Additional
Paid
in
Capital
|
|
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Deficit
Accumulated
Since
Inception
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|
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Total
Stockholders’
Equity
(Deficiency)
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$
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|
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$
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$
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$
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Balance,
December 31, 2004
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11,520,533
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11,521
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4,797,164
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|
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(4,786,464
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)
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22,221
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|
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Issue
of common stock at a price of $0.01 per share pursuant to the exercise of
warrants
|
|
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4,000,000
|
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4,000
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|
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36,000
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|
|
|
-
|
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40,000
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
loss and comprehensive loss for the year ended
December 31,
2005
|
|
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-
|
|
|
|
-
|
|
|
|
-
|
|
|
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(22,325
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)
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(22,325
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)
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|
|
|
|
|
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|
|
|
|
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|
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|
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Balance,
December 31, 2005
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15,520,533
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|
|
|
15,521
|
|
|
|
4,833,164
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|
|
|
(4,808,789
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)
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|
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39,896
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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Net
loss and comprehensive loss for the year ended
December 31,
2006
|
|
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-
|
|
|
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-
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|
|
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-
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|
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(22,122
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)
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(22,122
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)
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|
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|
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|
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|
|
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Balance,
December 31, 2006
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15,520,533
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|
|
|
15,521
|
|
|
|
4,833,164
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|
|
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(4,830,911
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)
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|
|
17,774
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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Net
loss and comprehensive loss for the year ended
December
31, 2007
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|
|
-
|
|
|
|
-
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|
|
|
-
|
|
|
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(20,940
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)
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(20,940
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance,
December 31, 2007
|
|
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15,520,533
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|
|
|
15,521
|
|
|
|
4,833,164
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|
|
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(4,851,851
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)
|
|
|
(3,166
|
)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
loss and comprehensive loss for the year ended
December
31, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
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(22,349
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)
|
|
|
(22,349
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance,
December 31, 2008
|
|
|
15,520,533
|
|
|
|
15,521
|
|
|
|
4,833,164
|
|
|
|
(4,874,200
|
)
|
|
|
(25,515
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
loss and comprehensive loss for the period ended
March
31, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
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(2,977
|
)
|
|
|
(2,977
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance,
March 31, 2009
|
|
|
15,520,533
|
|
|
|
15,521
|
|
|
|
4,833,164
|
|
|
|
(4,877,177
|
)
|
|
|
(28,492
|
)
|
See
accompanying Notes to the Financial Statements
F-3
|
HEALTH
ANTI-AGING LIFESTYLE OPTIONS,
INC.
|
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
Three
Month Period Ended
March
31,
2009
|
Three
Month Period Ended
March
31,
2008
|
|
$
|
$
|
OPERATING
ACTIVITIES
|
|
|
Net
Loss
|
(2,977)
|
(2,453)
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
-
(Decrease) increase in accounts payable and accrued
liabilities
|
624
|
1,651
|
|
|
|
Net
cash used in operating activities
|
(2,353)
|
(4,104)
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
Advance from related
party
|
-
|
-
|
|
|
|
Net
cash provided by financing activities
|
-
|
-
|
|
|
|
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
(2,353)
|
(4,104)
|
|
|
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
5,146
|
20,109
|
|
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
2,793
|
16,005
|
SUPPLEMENTAL
CASH FLOWS INFORMATION
|
|
|
Interest
expense
|
-
|
-
|
Taxes
|
-
|
-
|
|
|
|
NON-CASH
FINANCING ACTIVITIES
|
|
|
Stock issued for
services
|
-
|
-
|
|
|
|
See
accompanying Notes to the Financial Statements
F-4
HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
March
31, 2009
NOTE
1 – NATURE AND CONTINUANCE OF OPERATIONS
These
unaudited financial statements have been prepared in accordance with the
instructions to SEC Form 10-Q. 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, 2008.
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 three-month period ended March 31, 2009 are not necessarily
indicative of the results that can be expected for the year ended December 31,
2009.
The
Company does not currently have an active business which it is developing.
It has no revenue other than nominal interest income and has accumulated
losses of $4,877,177. 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 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
shares, 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 March 31, 2009 and
December 31, 2008, the Company has $nil and $nil cash equivalents and $nil and
$nil are over the federally insured limit.
F-5
HEALTH
ANTI-AGING LIFESTYLE OPTIONS,
INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
March
31, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising
costs
All
advertising costs are expensed as incurred. During the periods ended
March 31, 2009 and 2008 the Company did not incur any advertising
costs.
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 March 31, 2009 and December 31, 2008 and for
the periods then ended 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 March 31, 2009 and 2008, 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.
F-6
HEALTH
ANTI-AGING LIFESTYLE OPTIONS,
INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
March
31, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial
instruments and financial risk
The
Company’s financial instruments consist of cash and cash equivalents and
accounts payable and accrued liabilities and due from a related party. 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
In
October 2008, the FASB issued FSP FAS 157-3,
Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,
which
addresses the application of Statement of Financial Accounting Standards
(“SFAS”) No.157 for illiquid financial instruments. FSP FAS 157-3
clarifies that approaches to determining fair value other than the market
approach may be appropriate when the market for a financial asset is not
active. The Company does not expect the adoption of FSP FAS 157-3 to
have a material effect on the Company’s financial statements.
F-7
HEALTH
ANTI-AGING LIFESTYLE OPTIONS,
INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
March
31, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent
accounting pronouncements (continued)
In June
2008, the Financial Accounting Standards Board (FASB) issued FSP EITF 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities”. FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting and affects entities that accrue cash dividends on
share-based payment awards during the awards’ service period when the dividends
do not need to be returned if the employees forfeit the awards. FSP
EITF 03-6-1 states that all outstanding unvested share-based payment awards that
contain rights to nonforfeitable dividends participate in undistributed earnings
with common shareholders and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class
method. FSP EITF 03-6-1 is effective for fiscal years
beginning
after
December 15, 2008, and interim periods within those fiscal years. The
Company does not expect the adoption of FSP EITF 03-6-1 to have a material
impact on its financial statements.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also clarifies how Statement 60 applies
to financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities, and
requires expanded disclosures about financial guarantee insurance contracts. It
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public
Company
Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles”. The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.
In March
2008, the FASB issued FASB Statement No. 161 ("SFAS 161"),
"Disclosures about Derivative Instruments and Hedging Activities". SFAS 161
requires companies with derivative instruments to disclose information that
should enable financial-statement users to understand how and why a company uses
derivative instruments, how derivative instruments and related hedged items are
accounted for under FASB Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" and how derivative instruments and related
hedged items affect a company's financial position, financial performance and
cash flows. SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.
F-8
HEALTH
ANTI-AGING LIFESTYLE OPTIONS,
INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
March
31, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent
accounting pronouncements (continued)
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements - An
amendment of ARB No. 51”.SFAS 160 requires companies with noncontrolling
interests to disclose such interests clearly as a portion of equity but separate
from the parent’s equity. The noncontrolling interest’s portion of
net income must also be clearly presented on the Income
Statement. SFAS 160 is effective for financial statements issued for
fiscal years beginning after December 15, 2008. The adoption of this statement
is not expected to have a material effect on the Company's future financial
position or results of operations.
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
141,(revised 2007), “Business Combinations”. SFAS 141 (R) applies the
acquisition method of accounting for business combinations established in SFAS
141 to all acquisitions where the acquirer gains a controlling interest,
regardless of whether consideration was exchanged. Consistent with
SFAS 141, SFAS 141 (R) requires the acquirer to fair value the assets and
liabilities of the acquiree and record goodwill on bargain purchases, with main
difference the application to all acquisitions where control is
achieved. SFAS 141 (R) is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The adoption of
this statement is not expected to have a material effect on the Company's future
financial position or results of operations
The FASB
has additionally issued SFAS No. 155 to SFAS No. 159 and FIN No. 48 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
March 31, 2009 and December 31, 2008, there are no shares subject to warrants,
agreements or options.
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.
F-9
HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
March
31, 2009
NOTE
4 – INCOME TAXES (continued)
The
approximate tax effects of each type of temporary difference that gives rise to
future tax assets are as follows:
|
Period
Ended
March
31,
2009
|
Year
Ended
December
31,
2008
|
|
$
|
$
|
Net
operating loss carry forwards
(expiring
in 2008 to 2028)
|
3,758,385
|
3,755,408
|
|
|
|
Statutory
tax rate
|
35%
|
35%
|
|
|
|
Deferred
tax assets
-
net operating loss carry forwards
|
1,315,435
|
1,314,393
|
|
|
|
Less: Valuation
allowance
|
(1,315,435)
|
(1,314,393)
|
|
|
|
Net
deferred tax assets
|
-
|
-
|
NOTE
5 – RELATED PARTY TRANSACTIONS
As at
March 31, 2009, the amount of $10,000 (December 31, 2008 - $10,000) is due to
the President of the Company for cash advanced to the Company. This
advance is non-interest bearing, unsecured and due on demand.
F-10
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|
This quarterly report contains
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue”
or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our financial statements are stated in
United States Dollars (US$) 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 development stage company and have not yet generated or realized any
revenues from our business operations. Operating capital has been raised through
the Company's shareholders. We have no revenue other than interest income and
have accumulated losses during the development stage of
$4,877,177. 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.
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. We do not believe that we
currently have 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.
Our plan of operation over the next twelve months is to raise additional capital
to maintain the Company in good standing and to explore new business
opportunities. 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.
We remain a company in the development stage. Our balance sheet as of March 31,
2009 reflects total assets of $2,793 comprising of cash. We had total
liabilities of $31,285 for a working capital deficiency of
$28,492. As of March 31, 2009, our President has advanced a total of
$10,000 for general working capital. This advance will need to be
repaid once funds become available. There can be no assurance that he
will continue to advance funds as required or that other methods of financing
will be available or accessible on reasonable terms. If additional
capital is required we will raise the funds by issuing debt and/or equity
securities although we have no current arrangements or agreements to such
financings at this time.
For the three-month period ended March 31, 2009, we recorded a net loss of
$2,977 and a total loss of $4,877,177 from inception. We spent $2,978
in general and administrative expenses as compared to $2,454 for the same
three-month period ended March 31, 2008.
During the quarter ended March 31, 2009, we did not issue any common
stock.
Liquidity
As of the date of this report, the
Company has yet to generate any revenues from its business
operations.
We had cash on hand of $2,793 as at
March 31, 2009 and a working capital deficiency of $28,492 as compared to cash
on hand of $5,146 and working capital deficiency of $25,515 as at December 31,
2008.
We believe we cannot sustain our
operations from existing working capital and operations over the next twelve
months. As we have yet to commence operations, we have not generated any
revenues and there can be no assurance that we can generate significant revenues
from operations. During the next twelve months, we expect to incur
administrative and professional charges associated with preparing, reviewing,
auditing and filing our financial statements and our periodic and other
disclosure documents to maintain the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
ventures.
We intend
to raise additional capital required to fund our financing needs by issuance of
debt and/or equity, although the Company has no current arrangements or
agreements related to such financings.
As of March 31, 2009, our President has advanced a total of $10,000 for
additional working capital but there can be no assurance that he will continue
to advance funds as required or that other methods of financing will be
available or accessible on reasonable terms.
Our failure to generate revenue and
conduct operations since inception raises substantial doubt about the Company’s
ability to continue as a going concern. We will require substantial working
capital, and currently have inadequate capital to fund all of our business
strategies, which could severely limit our operations or cease operations
entirely.
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
Evaluation of Disclosure Controls and
Procedures
We maintain “disclosure controls and procedures,” as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our President as appropriate, to allow timely decisions
regarding required disclosure. We conducted an evaluation (the “Evaluation”),
under the supervision and with the participation of our President, of the
effectiveness of the design and operation of our disclosure controls and
procedures (“Disclosure Controls”) during the most recently completed fiscal
quarter, pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation,
our President concluded that our Disclosure Controls were effective as of the
end of the period covered by this report.
Changes
in Internal Controls
During the most recently completed
fiscal quarter we have evaluated our internal controls over financial reporting,
and there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last evaluation.
Limitations
on the Effectiveness of Controls
Our management, which includes our President, does not expect that our
Disclosure Controls and internal controls will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
CEO
and CFO Certifications
Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
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.
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5.
OTHER
INFORMATION
The
following documents are included herein:
Exhibit
No.
|
Document
Description
|
|
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and
Exchange Act of 1934, as amended.
|
|
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 3
rd
day of
June, 2009.
|
HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
|
|
(Registrant)
|
|
|
|
|
BY:
|
DAVID
ALLEY
|
|
|
David
Alley
|
|
|
President,
Principal Executive Officer, Principal Accounting Officer, Principal
Financial Officer, Secretary/Treasurer, and member of the Board of
Directors.
|
EXHIBIT
INDEX
Exhibit
No.
|
Document
Description
|
|
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and
Exchange Act of 1934, as amended.
|
|
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).
|