ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There is no established trading market for shares of our common stock. We cannot provide assurance that any established trading market for our common stock will develop or be maintained.
Our common shares are issued in registered form. Signature Stock Transfer, Inc. PMB 317, 2220 Coit Road, Suite 480, Plano, TX 75075, (Telephone: (972) 612-4120; Facsimile: (972) 612-4122) is the transfer agent for our common shares.
3
The range of high and low closing bid quotations for the Companys common stock during each quarter of the calendar years ended December 31, 2007, and 2006 is shown below. Prices are inter-dealer quotations, without retail mark-up, markdown or commissions and may not represent actual transactions.
Fiscal Year
|
|
High Bid
|
|
Low Bid
|
2007
|
|
|
|
|
Fourth Quarter 10-1-07 to 12-31-07
|
$
|
0.06
|
$
|
0.06
|
Third Quarter 7-1-07 to 9-30-07
|
$
|
0.06
|
$
|
0.06
|
Second Quarter 4-1-07 to 6-30-07
|
$
|
0.05
|
$
|
0.05
|
First Quarter 1-1-07 to 3-31-07
|
$
|
0.04
|
$
|
0.04
|
|
Fiscal Year
|
|
High Bid
|
|
Low Bid
|
2006
|
|
|
|
|
Fourth Quarter 10-1-06 to 12-31-06
|
$
|
0.05
|
$
|
0.04
|
Third Quarter 7-1-06 to 9-30-06
|
$
|
0.05
|
$
|
0.05
|
Second Quarter 4-1-06 to 6-30-06
|
$
|
0.05
|
$
|
0.05
|
First Quarter 1-1-06 to 3-31-06
|
$
|
0.06
|
$
|
0.04
|
Holders
As at February 21, 2008 the Company had 196 shareholders of record of common stock, including shares held by brokerage clearing houses, depositories or otherwise in unregistered form. The beneficial owners of such shares are not known to the Company.
Dividends
The Company has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit the Companys ability to pay dividends in its common stock.
Section Rule 15(g
)
of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6, and 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
4
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approve the transaction for the customers account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your shares.
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Managements Discussion and Analysis of Financial Condition or Plan of Operation and other sections of this report contain forward-looking statements that are based on the current beliefs and expectations of management, as well as assumptions made by, and information currently available to, the Companys management. Because such statements involve risks and uncertainties, actual actions and strategies and the timing and expected results thereof may differ materially from
5
those expressed or implied by such forward-looking statements. 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.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and accompanying notes and other financial information appearing elsewhere in this annual report on Form 10-K.
Results of Activities
From Inception on October 24, 1986 to December 31, 2007
For the fiscal years of 2007 and 2006 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.
During fiscal 2007, the Company spent $20,940 in general and administrative expenses as compared to $22,122 for fiscal 2006.
Liquidity and Capital Resources
At December 31, 2007, the Company had total assets of $20,109, comprised solely of cash. Our liabilities were $23,275, resulting in a working capital deficit of $3,166. At December 31, 2006, the Company had total assets of $38,853 in cash.
The Companys failure to generate revenues and conduct operations since its inception raises substantial doubt about the Companys ability to continue as a going concern. We will require substantial working capital, as we currently have inadequate capital to fund all of our business strategies, which could severely limit our operations.
We incurred a loss of $20,940 for the year ended December 31, 2007 and we have incurred an aggregate deficit since inception of $4,851,851. As at December 31, 2007, we had cash of $20,109 and accounts payable and accrued liabilities of $23,275. 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. 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. For the 12 months ending December 31, 2008, we have budgeted $20,000 for professional fees for our periodic filing requirements and miscellaneous office and filing fees and expenses. We believe that we cannot sustain our operations from existing working capital and operations over the next 12 months. 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.
6
The financial statements included in this annual report have been prepared on the going-concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
In order to continue as a going concern, we require additional financing. The Company's management is exploring 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 financing will be available or accessible on reasonable terms.
Recent accounting pronouncements
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 parents equity. The noncontrolling interests 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.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, Fair Value Measurements. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
7
In September 2006, the FASB issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106, and 132(R)
. This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109
. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.
In March 2006, the FASB issued SFAS No. 156, "
Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.
8
In February 2006, the FASB issued SFAS No. 155, "
Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140
", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "
Accounting for Derivative Instruments and Hedging Activities
", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "
Accounting for the Impairment or Disposal of Long-Lived Assets
", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Health Anti-Aging Lifestyle Options, Inc.
December 31, 2007 & 2006
|
INDEX
|
|
|
Report of Independent Registered Public Accounting Firm
|
F
-1
|
|
|
Balance Sheets
|
F
-2
|
|
|
Statements of Operations
|
F
-3
|
|
|
Statements of Stockholders Equity (Deficit)
|
F
-4
|
|
|
Statements of Cash Flows
|
F
-5
|
|
|
Notes to the Financial Statements
|
F
-6
|
9
Chang Lee LLP
Chartered Accountants
505 815 Hornby Street
Vancouver, B.C, V6Z 2E6
Tel: 604-687-3776
Fax: 604-688-3373
E-mail: info@changleellp.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
Health Anti-Aging Lifestyle Options, Inc.
We have audited the accompanying balance sheets of Health Anti-Aging Lifestyle Options, Inc. as at December 31, 2007 and 2006 and the related statements of operations, stockholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material respects, the financial position of Health Anti-Aging Lifestyle Options, Inc. as at December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles in the Unites States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is not currently developing a business and has had continuing losses from its inception. It will likely require new financing, either through issuing debt or equity, until self-sufficient business operations have been established. These factors together raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
CHANG LEE LLP
|
Vancouver, Canada
|
Chang Lee LLP
|
February 13, 2008
|
Chartered Accountants
|
F-1
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
|
|
|
|
|
BALANCE SHEETS
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
As at
|
2007
|
|
2006
|
|
|
|
|
|
|
|
$
|
|
$
|
|
ASSETS
|
CURRENT
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
20,109
|
|
38,853
|
|
|
|
|
|
|
TOTAL ASSETS
|
20,109
|
|
38,853
|
|
|
|
|
|
|
LIABILITIES
|
CURRENT
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
23,275
|
|
21,079
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
23,275
|
|
21,079
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY (DEFICIENCY)
|
|
COMMON STOCK
|
|
|
|
|
Authorized: 200,000,000 shares, $0.001 par value
|
|
|
|
|
Issued and outstanding: 15,520,533 shares
|
|
|
|
|
(December 31, 2006: 15,520,533 shares)
|
15,521
|
|
15,521
|
|
|
|
|
|
|
ADDITIONAL PAID-IN CAPITAL
|
4,833,164
|
|
4,833,164
|
|
|
|
|
|
|
|
DEFICIT
|
(4,851,851
|
)
|
(4,830,911
|
)
|
|
|
|
|
|
TOTAL STOCKHOLDERS EQUITY (DEFICIENCY)
|
(3,166
|
)
|
17,774
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
(DEFICIENCY)
|
20,109
|
|
38,853
|
|
|
|
|
|
|
NOTE 1 NATURE AND CONTINUANCE OF OPERATIONS
|
|
|
|
|
See accompanying Notes to the Financial Statements
F-2
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
|
|
|
|
|
|
|
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
$
|
|
$
|
|
$
|
|
|
OTHER INCOME
|
3
|
|
4
|
|
4
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
|
|
|
|
(SCHEDULE)
|
(20,943
|
)
|
(22,126
|
)
|
(22,329
|
)
|
|
|
NET LOSS FOR THE YEAR
|
(20,940
|
)
|
(22,122
|
)
|
(22,325
|
)
|
|
LOSS PER SHARE
|
|
|
|
|
|
|
Basic and diluted
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
|
WEIGHTED AVERAGE NUMBER
|
|
|
|
|
|
|
OF SHARES OUTSTANDING
|
|
|
|
|
|
|
Basic and diluted
|
15,520,533
|
|
15,520,533
|
|
12,123,273
|
|
See accompanying Notes to the Financial Statements
F-3
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
|
|
|
|
|
|
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 year ended
|
|
|
|
|
|
|
|
December 31, 2007
|
-
|
-
|
-
|
(20,940
|
)
|
(20,940
|
)
|
|
Balance, December 31, 2007
|
15,520,533
|
15,521
|
4,833,164
|
(4,851,851
|
)
|
(3,166
|
)
|
See accompanying Notes to the Financial Statements
F-4
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
|
|
|
|
|
|
|
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
$
|
|
$
|
|
$
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net Loss For The Year
|
(20,940
|
)
|
(22,122
|
)
|
(22,325
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
- (Decrease) increase in accounts payable and accrued liabilities
|
2,196
|
|
(606
|
)
|
826
|
|
|
Net cash used in operating activities
|
(18,744
|
)
|
(22,728
|
)
|
(21,499
|
)
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
Issuance of common stock
|
-
|
|
-
|
|
40,000
|
|
|
Net cash provided by financing activities
|
-
|
|
-
|
|
40,000
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(18,744
|
)
|
(22,728
|
)
|
18,501
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
38,853
|
|
61,581
|
|
43,080
|
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
20,109
|
|
38,853
|
|
61,581
|
|
|
SUPPLEMENTAL CASH FLOWS INFORMATION
|
|
|
|
|
|
|
Interest expense
|
-
|
|
-
|
|
-
|
|
Taxes
|
-
|
|
-
|
|
-
|
|
|
NON-CASH FINANCING ACTIVITIES
|
|
|
|
|
|
|
Stock issued for services
|
-
|
|
-
|
|
-
|
|
See accompanying Notes to the Financial Statements
F-5
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 NATURE AND CONTINUANCE OF OPERATIONS
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 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 acquired 99.65% interest in Network Lifestyle Radio Corp. (NLR) under a Share Exchange Agreement, and subsequently changed its name to Health Anti-Aging Lifestyle Options, Inc. (Halo). At the time of acquisition, NLR was a development stage company, in the process of developing its business of providing products and services in the health, wellness and anti-aging industry. Effective March 31, 2003 Halo rescinded the acquisition of its 99.65% interest in NLR by entering into Compromise and Settlement Agreements. The Rescission has been accounted for as a reversal of this business combination. Subsequent to the Rescission, Halo has changed its operational focus to searching for, identifying and entering into an investment, either through funding or acquisition, in a new business operation.
The Company does not currently have an active business which it is developing. It has no revenue other than interest income and has accumulated losses of $4,851,851. 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 shares, 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.
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 December 31, 2007 and 2006, the Company has cash equivalents in the amount of $ nil and $nil are over the federally insured limit.
F-6
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising costs
All advertising costs, including production and media broadcast, are expensed as incurred. During the years ended December 31, 2007, 2006 and 2005 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 December 31, 2007 and 2006 and for the years 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 December 31, 2007, 2006 and 2005, the Companys 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 Halos 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-7
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial instruments and financial risk
The Companys financial instruments consist of cash and accounts payable and accrued liabilities. It is managements 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 Companys 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 Companys 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 Companys 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 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 parents equity. The noncontrolling interests 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.
F-8
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent accounting pronouncements (continued)
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 Companys operations and financial position for each have not been disclosed.
NOTE 3 COMMON STOCK
As at December 31, 2007 and 2006, 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. A summary of provision for income taxes comprise of the followings:
|
|
Year Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
|
$
|
|
$
|
|
Income taxes recovered at the statutory rate
|
|
8,166
|
|
8,628
|
|
|
Benefit of tax losses not recognized in year
|
|
(8,166
)
|
|
(8,628
)
|
|
Income tax recovery (expense) recognized
in
|
|
|
|
|
the year
|
|
-
|
|
-
|
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
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:
|
Year Ended
|
|
Year Ended
|
|
December 31,
|
|
December 31,
|
|
2007
|
|
2006
|
|
$
|
|
$
|
Net operating loss carry forwards
|
|
|
|
(expiring in 2007 to 2027)
|
3,733,062
|
|
3,712,122
|
|
Statutory tax rate
|
20
% - 39%
|
|
20
% - 39%
|
|
Deferred tax assets
|
|
|
|
- net operating loss carry forwards
|
1,455,894
|
|
1,447,728
|
|
Less: Valuation allowance
|
(1,455,894
)
|
|
(1,447,728
)
|
|
Net deferred tax assets
|
-
|
|
-
|
NOTE 5 RECLASSIFICATION
Certain comparative figures have been reclassified to conform with the financial statements presentation for December 31, 2007.
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
SCHEDULE OF GENERAL AND ADMINSTRATIVE EXPENSES
For the years ended December 31,
|
2007
|
|
2006
|
|
2005
|
|
|
$
|
|
$
|
|
$
|
|
|
Administration, office and rent
|
7,881
|
|
9,567
|
|
10,027
|
|
Audit fees
|
9,689
|
|
8,660
|
|
7,062
|
|
|
Foreign exchange
|
314
|
|
55
|
|
(19
|
)
|
Interest expense and bank charges
|
196
|
|
195
|
|
331
|
|
Legal fees
|
131
|
|
277
|
|
2,362
|
|
Filing fees
|
2,732
|
|
3,372
|
|
2,566
|
|
|
|
(20,943
|
)
|
(22,126
|
)
|
(22,329
|
)
|
F-10