ACTAVIA LIFE SCIENCES, INC. - Annual Report: 2014 (Form 10-K)

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Nevada	39-2080103
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2005 Lakeshore Road
Sarnia, Ontario, Canada	N7X 1G4
(Address of principal executive offices)	(Zip Code)

None	N/A
Title of each class	Name of each exchange on which registered

	Large accelerated filer	o     (Do not check if a smaller reporting  company)	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

 

	●	the uncertainty that we will not be able to generate revenues from our website;
	●	risks related to the large number of established and well-financed entities that we are competing with;

	●	risks related to the failure to successfully manage or achieve growth of our business; and
	●	other risks and uncertainties related to our business strategy.

 

 

 

 

 

 

 

	1.	We would not be able to pay our debts as they become due in the usual course of business; or
	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

 

 

 

1.	$40,000 in connection with our development of our website and marketing efforts;
2.	$10,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and

	Year Ended				Period Ended
	June 30,				June 30,
	2014					2013
Revenue		$	-			$	-
Operating Expenses			40,035				5,360
Net Loss		$	40,035			$	5,360

		Year Ended				Period Ended
		June 30,				June 30,
		2014				2013
General & Administrative		$	40,035			$	5,360
Total Expenses		$	40,035				5,360

 

 

		As at				As at				Percentage
		June 30, 2014				June 30, 2013				Increase / (Decrease)
Current Assets		$	6,335			$	46,345				(86.3	%)
Current Liabilities		$	980			$	605				62	%
Working Capital		$	5,335			$	45,740				(88.3	%)

Cash Flows

		Year Ended June 30, 2014				Period Ended June30, 2013				Percentage Increase / (Decrease)
Cash used in Operating Activities		$	40,010			$	4,755				741.4	%
Cash from Financing Activities		$	-			$	51,100				(100	%)
Net Increase (Decrease) in Cash		$	(40,010	)		$	46,345				(186.3	%)

 

 

 

 

 

 

 

 

 

 

 

 

		June 30,				June 30,
		2014				2013
Assets
Current assets
Cash and cash equivalents		$	6,335			$	46,345
Total current assets			6,335				46,345
Other assets			350				-
Total assets			6,685				46,345
Liabilities and Stockholders’ Defecit
Liabilities
Accounts payable			375				-
Loan payable to officer			605				605
Current liabilities			605				605
Total liabilities			980				605
Commitments and contingencies (Note 5)
Stockholders’ deficit
Preferred Stock, $.001 par value; 10,000,000 shares
authorized; no shares issued and outstanding			-				-
Common Stock, $.001 par value; 65,000,000 shares
authorized; 3,305,000 shares issued and outstanding			3,305				3,305
Additional paid in capital			47,795				47,795
Accumulated deficit			(45,395	)			(5,360	)
Stockholders’ deficit			5,705				45,740
Total liabilities and stockholders’ deficit		$	6,685			$	46,345

 

 

 

										Period From
		Twelve Months Ended June 30,				Period Ended June 30,				Inception December 6, 2012 through June 30,
		2014				2013				2014
Operating expenses:
General and administrative		$	40,035			$	5,360			$	45,395
Total operating expenses			40,035				5,360				45,395
Net loss		$	(40,035	)		$	(5,360	)		$	(45,395	)
Basic and Diluted Loss Per Share		$	(0.01	)		$	(0.00	)		$	(0.02	)
Weighted average common shares
outstanding - basic and diluted			3,305,000				1,509,293				2,686,891

 

 

 

 

 

 

 

		$.001 Par Value								Additional								Total
		Common Stock								Paid-in								Stockholders’
		Shares				Amount				Capital				Accumulated Deficit				Equity
Balance, December 6, 2012 (inception)			-			$	-			$	-			$	-			$	-
Issuance of common stock for cash to officer			1,500,000				1,500				13,500				-				15,000
Issuance of common stock for cash to third party investors			1,805,000				1,805				34,295				-				36,100
Net loss			-				-				-				(5,360	)			(5,360	)
Balance, June 30, 2013			3,305,000				3,305				47,795				(5,360	)			45,740
Net loss			-				-				-				(40,035	)			(40,035	)
Balance,  June 30, 2014			3,305,000			$	3,305			$	47,795			$	(45,395	)		$	5,705

 

 

 

 

 

		Twelve Months Ended June 30, 2014				Period Ended June 30, 2013				Period From Inception, December 6, 2012, Through June 30, 2014
Operating activities:
Net loss		$	(40,035	)		$	(5,360	)		$	(45,395	)
Adjustments to reconcile net loss to cash used in operating activities:
Changes in operating assets and liabilities:
Other assets			(350	)			-				(350	)
Accounts payable			375				605				980
Net cash used in operating activities			(40,010	)			(4,755	)			(44,765	)
Financing activities:
Proceeds from the issuance of common stock			-				51,100				51,100
Net cash provided by financing activities			-				51,100				51,100
Net increase (decrease) in cash and cash equivalents			(40,010	)			46,345				6,335
Cash, beginning of period			46,345				-				-
Cash, end of period		$	6,335			$	46,345			$	6,335
Cash paid for income taxes		$	-			$	-			$	-
Cash paid for interest		$	-			$	-			$	-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

 

 

Name		Age		Position(s) and Office(s) Held		Term of Office
Sheri Strangway		50		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director		Since Inception To Present

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

	●	our principal executive officers;
	●	our most highly compensated executive officers who were serving as executive officers at the end of the year ended June 30, 2014; and

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up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our years ended June 30, 2014 and 2013, are set out in the following summary compensation table:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (4)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa -tion ($)	Total ($)
Sheri Strangway(1) President, Chief Executive Officer, Chief Financial Officer Secretary and Director	2014 2013	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1)	Sheri Strangway has been our president, chief executive officer, chief financial officer, secretary and  a director since Inception.

Title of class		Name and address of beneficial owner		Amount of beneficial ownership				Percent of class*
Common		Sheri Strangway 2005 Lakeshore Rd Sarnia, ON, Canada N7X 1G4			1,500,000				45.39	%
Common		Total all executive officers and directors			1,450,000				47.39	%
Common		5% Shareholders
		None

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2)	The percentage of class is based on 3,305,000 shares of common stock issued and outstanding as of October 3, 2014.

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

	(iv)	Any of our promoters; and
	(v)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

 

 

		Year Ended June 30, 2014				Year Ended June 30, 2013
Audit Fees and Audit Related Fees		$	1,248			$	1,000
Tax Fees			-				-
All Other Fees			-				-
Total		$	1,248			$	1,000

Exhibit Number	Description
3.1	Articles of Incorporation (filed as an exhibit to our Form S-1 Registration Statement, filed on September 9, 2013)
3.2	Bylaws (filed as an exhibit to our Form S-1 Registration Statement, filed on September 9, 2013)
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

 

 

 

 

By:	/s/ Sheri Strangway
	Sheri Strangway
	President, Treasurer, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)
Date:	October 3, 2014

 

 

 

 

 

 

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