MICROALLIANCE GROUP INC. - Annual Report: 2008 (Form 10-K)
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
Commission File No. 333-123774
FOUNTAIN HEALTHY AGING, INC.
(Name of Registrant as specified in its charter)
Nevada
86-1098668
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
16461 Sherman Way, Suite 325, Van Nuys, CA 91406
(Address of principal executive offices) (Zip Code)
Issuer’s telephone number: (818) 988-0030
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: Common stock, par value $.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of December 31, 2008, the average sale price of the common equity was $0.625 and the aggregate value of the voting and non-voting equity held by non-affiliates was $30,531,243.75.
Number of shares of Common Stock, $0.001 par value per share, of the Issuer outstanding as of December 31, 2008: 101,850,000
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Fountain Healthy Aging, Inc.
TABLE OF CONTENTS
Page No.
ITEM 1B. Unresolved Staff Comments
ITEM 6. Selected Financial Data
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 11. Executive Compensation
ITEM 13. Certain Relationships And Related Transactions, And Director Independence
ITEM14. Principal Accountant Fees And Services.
ITEM 15. Exhibits, Financial Statement Schedules
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PART I.
ITEM 1. Business
(a) Business Development.
Fountain Healthy Aging, Inc. was originally formed as Celtic Cross, Ltd. on February 25, 2004 as a "for profit" corporation for the purpose of marketing and selling vacation packages and use of the timeshare entities. On July 17, 2006, the Board of Directors voted to change the name of the Company to eSavingStore.com, Inc. On June 5, 2007, the Board of Directors voted to change the name of the Company to Immureboost, Inc. On August 27, 2008, the Company changed its name to Fountain Healthy Ageing, Inc. On September 16, 2008, the Company changed the spelling to Fountain Healthy Aging, Inc.
(b) Business of Issuer.
Prior to August 18, 2007, the Company was in the business of providing travel bookings and timeshare rentals and sales. Fountain Healthy Aging, Inc. (formerly Immureboost, Inc.) was formed on February 25, 2004, under the name Celtic Cross, Inc. for the purpose of acquiring the timeshare entities discussed herein, and additional like entities going forward including a full sales and service website. The Company has elected a fiscal year end of December 31.
On August 18, 2007, the Company entered into an Asset Purchase Agreement with Immureboost, Inc. of Thailand, a Thai corporation (the "Seller") which develops processes, products and pharmaceuticals that interact with the immune system. Under the terms of the Agreement, the Company was to acquire certain assets of the Seller, including patents and trademarks. As consideration for the purchase of these assets, certain shareholders of the Seller were to receive "restricted shares" (as that term is defined in Rule 144 of the Securities Act of 1933; the "Act") of the Company's Common Stock. The Company subsequently terminated this agreement, with no penalties to either party.
The Company still owns an undivided interest in the Wyndham Vacation Resorts (formerly Fairfield Resorts, Inc.) (“WVR”) timeshare resort, along with the rights to participate in timeshare use, or to allow certain others the use, of a specified number of days lodging in WVR timeshare properties.
The Company has established a relationship with Natural Planet USA LLC, a California LLC (“Natural Planet”), under which the Company had acquired rights to distribute a number of anti-aging products developed by Natural Planet. Based upon this, the Company is in the process of developing its business as a pioneering, science-based company that licenses and distributes effective, natural and safe products that slow and delay the aging process and improve the symptoms associated with aging. The Company has therefore decided to dispose of its interest in the timeshare resort. As a result, the investment in the timeshare has been impaired down to $0 at December 31, 2008.
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FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set forth above, as well as the other information contained in this Form 10-K. This Form 10-K contains forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the "risk factors" section and elsewhere in this Form 10-K identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this Form 10-K.
ITEM 1A. Risk Factors
Not applicable.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
The Company’s corporate officers are located at 16461 Sherman Way, Suite 325, Van Nuys, CA 91406. The offices are leased by Natural Planet, who provides space to the Company at no charge. There is no written agreement, and the arrangement can be terminated by Natural Planet at any time.
ITEM 3. Legal Proceedings
Fountain Healthy Aging and its officers / directors, are currently not a party to any legal proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders
None
PART II.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Fountain Healthy Aging’s common stock is traded on the OTC Bulletin Board market under the symbol FHAI. On December 23, 2005, the Company was declared effective pursuant to section 8(a) of the Securities Act of 1933 as amended. The following description of the capital stock of
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the Company and certain provisions of the Company's Articles of Incorporation and Bylaws is a summary and is qualified in its entirety by the provisions of the Articles of Incorporation and Bylaws.
On November 2, 2008, the Company filed a Certificate of Change with the Nevada Secretary of State’s office increasing the authorized shares from 1,000,000,000 to 2,000,000,000 shares of common stock, with par value of $0.001. The Certificate of Change was filed as an exhibit on Form 8K on December 4, 2008. The holders of the Shares: (a) have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of the Company; (b) are entitled to share ratably in all of the assets of the Company available for distribution upon winding up of the affairs of the Company; (c) do not have preemptive subscription or conversion rights and there are no redemption or sinking fund applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. These securities do not have any of the following rights: (a) cumulative or special voting rights; (b) preemptive rights to purchase in new issues of Shares; (c) preference as to dividends or interest; (d) preference upon liquidation; or (e) any other special rights or preferences. In addition, the Shares are not convertible into any other security. There are no restrictions on dividends under any loan, other financing arrangements or otherwise. See a copy of the original Articles of Incorporation and Bylaws of the Company, attached as Exhibit 3.1 and Exhibit 3.2, respectively filed with the Company’s registration statement on Form SB-2/A dated April 1, 2005, and incorporated by reference.
Following is a table showing the high and low trading prices of the Company’s stock since its initial listing in June 2006.
Quarter Ended: | High | Low |
December 31, 2008 | $1.00 | $0.505 |
September 30, 2008 | $1.025 | $0.75 |
June 30, 2008 | $0.80 | $0.75 |
March 31, 2008 | $1.75 | $1.50 |
December 31, 2007 | $2.00 | $0.90 |
September 30, 2007 | $1.25 | $0.15 |
June 30, 2007 | $1.20 | $0.15 |
March 31, 2007 | $5.00 | $1.10 |
December 31, 2006 | $4.04 | $3.12 |
September 30, 2006 | $3.26 | $0.002 |
Penny Stock Disclosure
The Penny Stock Reform Act (Securities Exchange Act Sect. 3(a)(51A)) defines a penny stock as an equity security that is not registered on a national stock exchange or authorized for quotation on NASDAQ, and that sells for under $5.00 per share. Fountain Healthy Aging is considered a penny stock under said Act. A purchase of a Penny Stock is an extremely high-risk stock purchase that could result in the entire loss of an individual's investment. Since Fountain Healthy Aging stock will be considered a penny stock, a broker-dealer is required to provide a
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risk disclosure statement detailing the inherent risks in investing in a penny stock to a customer prior to recommending the sale of its stock. This could severely limit the ability to create a market for shares of Fountain Healthy Aging’s stock and make it difficult for an Investor to liquidate his or her shares.
Broker-dealers who sell penny stock to certain types of investors are required to comply with the Security and Exchange Commission's regulations concerning the transfer of penny stock. If an exemption is not available, these regulations require broker-dealers to: make a suitability determination prior to selling penny stock to the purchaser; receive the purchaser's written consent to the transaction; and, provide certain written disclosures to the purchaser. These rules may affect the ability of broker-dealers to make a market in, or trade the Company’s shares. In turn, this may make it very difficult for investors to resell those shares in the public market.
RECENT SALES OF UNREGISTERED SECURITIES.
The following shares were issued prior to a 30:1 stock split effective July 27, 2006, a 1:2 reverse stock split effective June 12, 2007, and a 2:1 forward split effective December 23, 2008, and their pre-split terms are described below. The effect of the split on the issuances is disclosed in Note 4 in the attached December 31, 2008 and 2007 audited financial statements.
On March 1, 2004, the Company undertook a private offering of 900,000 shares of its common stock, with an offering price of $0.001 per share. The proceeds from this offering were to be used to cover further start-up and organizational costs of the Corporation. This offering was undertaken directly by the Corporation. The Corporation prepared and distributed a private offering memorandum in connection with this offering to all prospective investors, made all filings, and paid all fees, as required under federal and state securities laws and regulations to properly qualify this offering under said laws and regulations, including but not limited to Regulation D promulgated by the U.S. Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933. All 900,000 shares were subscribed, resulting in proceeds to the Company of $900.
On March 7, 2004 the Company commenced an offering of 1,000,000 shares of its $.001 par value common stock at an offering price of $0.01 per share pursuant to the terms of a confidential private offering memorandum dated March 7, 2004 for the purpose of providing additional working and development capital for the Company. The minimum investment required was $250. No discounts or commissions were paid in connection with this offering. On March 8, 2004, this offering was closed, resulting in the sale of 950,000 shares and proceeds to the Company, before costs of the offering, of $9,500.
On March 9, 2004, the Company commenced an offering of 1,000,000 shares of its $.001 par value common stock at an offering price of $0.03 per share pursuant to the terms of a confidential private offering memorandum dated March 9, 2004, for the purpose of providing additional working and development capital for the Company. The minimum investment required was $250. No discounts or commissions were paid in connection with this offering. On March 9, 2004, this offering was closed, resulting in the sale of 1,000,000 shares and proceeds to the Company, before costs of the offering, of $30,000.
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On March 10, 2004, the Company commenced an offering of 500,000 shares of its $.001 par value common stock at an offering price of $0.05 per share pursuant to the terms of a confidential private offering memorandum dated March 10, 2004, for the purpose of providing additional working and development capital for the Company. The minimum investment required was $250. No discounts or commissions were paid in connection with this offering. On March 17, 2004, this offering was closed, resulting in the sale of 380,000 Shares and proceeds to the Company, before costs of the offering, of $19,000.
On March 19, 2004, the Company commenced an offering of 200,000 shares of its $.001 par value common stock at an offering price of $0.10 per Share pursuant to the terms of a confidential private offering memorandum dated March 19, 2004, for the purpose of providing additional working and development capital for the Company. The minimum investment required was $250.00. No discounts or commissions were paid in connection with this offering. On March 29, 2004, this offering was closed, resulting in the sale of 160,000 Shares and proceeds to the Company, before costs of the offering, of $16,000.
On October 1, 2006, the Company issued 150,000 shares of its common stock at $.0034 per share to its transfer agent, Stalt, Inc., in exchange for $500 in services rendered.
All of these offerings were undertaken pursuant to the limited offering exemption from registration under the Securities Act of 1933 as provided in Rule 504 under Regulation D as promulgated by the U.S. Securities and Exchange Commission. These offerings met the requirements of Rule 504 in that: (a) the total of funds raised in the five offerings does not exceed $1,000,000; and (b) the offer and sale of the Shares was not accomplished by means of any general advertising or general solicitation.
The class of persons to whom these offerings were made was "sophisticated investors." As a result, offers were made only to persons that the Company believed, and had reasonable grounds to believe, either (a) have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment, or (b) can bear the economic risks of the proposed investment (that is, at the time of investment, could afford a complete loss). Additionally, sales were made only to persons whom the Company believed, and had reasonable grounds to believe immediately prior to such sale and upon making reasonable inquiry, (a) are capable of bearing the economic risk of the investment, and (b) either personally possess the requisite knowledge and experience, or, together with their offeree's representative, have such knowledge and experience.
Dividends
We have not paid cash dividends on our common stock, and we do not have retained earnings from which to pay dividends. Even if we were able to generate the necessary earnings, it is not anticipated that dividends will be paid in the foreseeable future.
Non-cumulative voting.
The holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining Shares will not be able to elect any of the Company's directors.
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Common Stock
The Common Stock holders have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the assets of the Company available for distribution to the holders of shares of Common Stock upon the liquidation, dissolution or winding up of the affairs of the Company. Except as described herein, no pre-emptive, subscription, or conversion rights pertain to the Common Stock and no redemption or sinking fund provisions exist for the benefit thereof. All outstanding shares of Common Stock offered hereby will be duly authorized, validly issued, fully paid and non-assessable.
As a consequence of their ownership of Common Stock, the current stockholders of the Company will continue to control a majority of the voting power of the Company and, accordingly, will be able to elect all of the Company's directors.
Preferred Stock
There are no Preferred shares authorized or issued.
Employee Stock Option Plan
The Company does not have an Employee Stock Option Plan at this time.
Transfer Agent
Stalt, Inc., 671 Oak Grove Avenue, Suite C, Menlo Park, CA 94025 serves as Transfer Agent for the shares of Common Stock.
ITEM 6. Selected Financial Data
Not applicable.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Fountain Healthy Aging (formerly Immureboost, Inc.) was incorporated in the State of Nevada on February 25, 2004. Since its inception, the Company has not been involved in any bankruptcy, receivership or similar proceedings. It has not undergone any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets in the ordinary course of business.
GENERAL
Prior to August 18, 2007, the Company was in the business of providing travel bookings and timeshare rentals and sales. Fountain Healthy Aging (formerly Immureboost, Inc.) was formed on February 25, 2004, under the name Celtic Cross, Inc. as a “For Profit” corporation for the purpose of acquiring the timeshare entities discussed herein, and additional like entities going forward including a full sales and service website. The Company has elected a fiscal year end of December 31.
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On July 17, 2006, the Board of Directors voted to change the name of the Company to eSavingStore.com, Inc. to more accurately reflect the Company’s business plan.
On July 5, 2007, the shareholders of the Company approved the name change to Immureboost, Inc. On August 18, 2007, the Company entered into an Asset Purchase Agreement with Immureboost of Thailand, a Thai corporation (the "Seller") which develops processes, products and pharmaceuticals that interact with the immune system. Under the terms of the Agreement, the Company was to acquire certain assets of the Seller, including patents and trademarks. In consideration of these assets, certain shareholders of the Seller were to receive shares of the Company's Common Stock. The Company did not believe that the Seller would be able to deliver the assets as set forth in the Agreement, and the Seller might not have had rights to patents and trademarks as represented in the Agreement. Therefore, the Company is of the opinion the Seller has breeched the Agreement, and has terminated any rights or obligations thereunder. No shares were issued or assets transferred pursuant to the Agreement.
On August 26, 2008, the shareholders of the Company approved the name change to Fountain Healthy Aging, Inc.
The Company has established a relationship with Natural Planet, under which the Company had acquired rights to distribute a number of anti-aging products developed by Natural Planet. Based upon this, the Company is in the process of developing its business as a pioneering, science-based company that licenses and distributes effective, natural and safe products that slow and delay the aging process and improve the symptoms associated with aging.
REVENUE
To date, the Company has not generated any revenues from its operations.
EXPENSES
Expenses for the year ended December 31, 2008 consisted primary of general and administrative expenses totaling $369,143 compared to $330,335 for the year ended December 31, 2007.
LIQUIDITY.
During the next 12 months, the Company will need significant working capital to fund the development of its business. The Company intends to obtain working capital either from the sale of product or through private investments made by third parties or debt instruments.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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ITEM 8. Financial Statements and Supplementary Data
The required financial statements are included immediately following the Signatures section of this Form 10-K.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On January 2, 2006, our independent auditor, Child, Sullivan & Company, changed its accounting practice from a corporation to a professional limited liability company named Child, Van Wagoner & Bradshaw, PLLC. Because Child, Van Wagoner & Bradshaw, PLLC, is viewed as a separate legal entity, we were obliged to dismiss Child, Sullivan & Company as our independent auditor, and to engage Child, Van Wagoner & Bradshaw, PLLC, as our independent auditor for the fiscal year ending December 31, 2005 and succeeding years. The decision to change our independent auditor was approved by our Board of Directors.
None of the reports of Child, Sullivan & Company on our financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.
There were no disagreements between us and Child, Sullivan & Company, for either of the past two years or subsequent interim period on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Child, Sullivan & Company, would have caused it to make reference to the subject matter of the disagreement in connection with its report. No reportable events of the type described in item 304(a)(1)(iv)(B) of Regulation S-B occurred during the two most recent fiscal years.
We provided Child, Sullivan & Company with a copy of this disclosure and requested that they furnish the Company with a letter addressed to the Commission stating whether Child, Sullivan & Company agrees or disagrees with the statements by us in a Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A letter from Child, Sullivan & Company to such effect is attached as Exhibit 16.1 to our current report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2006.
During our two most recent fiscal years, we have not consulted with Child, Van Wagoner & Bradshaw, PLLC, on any matter that (i) involved the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, in each case where written or oral advice was provided, that was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement or event, as that term is described in Item 304(a)(1)(iv)(A) of Regulation S-B.
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ITEM 9A. Controls and Procedures
(a) Management’s Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of December 31, 2008, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included in our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls will prevent all error 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 benefit 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.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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(b) Changes in Internal Controls.
There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2008, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
ITEM 9B. Other Information
During the fourth quarter of the fiscal year ended December 31, 2008, there was no information required to be reported on Form 8-K which was not previously reported.
PART III
ITEM 10. Directors, Executive Officers And Corporate Governance
Set forth below is the name and age of the director and executive officer of Fountain Healthy Aging as of December 31, 2008, and the term of office and the period during which he has served:
Name | Age | Position with the Company | Term Of Office |
Tony Jimenez |
| Director | Since July 11, 2008 |
Paul Hunston |
| CEO/Director | Since November 26, 2008 |
Biographical Information
The following paragraphs set forth brief biographical information for the aforementioned director and executive officer:
Tony Jimenez
A graduate of the University of Dallas with a BS in Biology/Biochemistry, Dr. Tony Jimenez graduating from the Autonomous University of Guadalajara Faculty of Medicine in Guadalajara, Mexico. He has studied complementary medicine extensively in Europe, Canada, China, Thailand, Africa, the United States, Mexico and South America.
In November 1998, he completed a distinctive seminar in the People’s Republic of China in Canton Province, specializing in intra-arterial catherization for cancer treatment. Dr. Jimenez attended a medical conference held in Nairobi, Kenya, which was presented by a Nobel Prize Recipient on Oxygen Therapy. He obtained a diploma on the use of polyatomic aphaeresis for terminally ill patients.
Presently the General Medical Director of Hope4Cancer Institute in Playas de Tijuana, Mexico as well as the Medical Director of Natural Planet USA, and Natural Planet South Africa. Dr.
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Jimenez has almost 16 years experience in alternative and conventional medicine, and speaks and writes both English and Spanish fluently. Dr. Jimenez offers over 20 different treatment modalities and protocols designed to support and rebuild the immune system through a variety of mechanisms. He welcomes the challenge of bringing recovery to patients suffering from all diseases, including cancer, HIV/Aids, heart disease and other chronic degenerative conditions.
Paul Hunston
For the past five years, Mr. Hunston has served as the Chief Executive Officer of Atherton Health Limited and its wholly owned subsidiary, Natural Planet. Atherton Health Limited ("Atherton") is a UK based healthcare services development and management company formed for the purpose of researching, developing, licensing, and commercializing innovative technology. Natural Planet USA and its sister companies, Natural Planet South Africa, Natural Planet Philippines and Natural Planet Thailand are all subsidiaries of Atherton, and are committed to giving the world access to a better quality of life through the discovery, development and distribution of nutriceutical, cosmeceutical, and pharmaceutical products.
No officer or Director has been involved in legal proceedings that impairs his ability to perform his duty as officer and Director.
Audit Committee.
The Board of Directors is the acting audit committee. There is currently no audit committee financial expert, as the Company does not have available funds to compensate such an individual.
ITEM 11. Executive Compensation
(a) The following table shows compensation of officers for the past three years.
SUMMARY COMPENSATION TABLE | |||||||||
Name | Year | Salary | Bonus | Stock | Option | Non-Equity | Nonqualified | All Other | Total ($) |
Paul Hunston, CEO | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Dr. Tony Jimenez, CEO(1) | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Steve Burke, |
|
|
|
|
|
|
|
|
|
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CEO(2) | 2008 2007 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
John McLane, CEO, President(3) | 2007 2006 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
Howard Bouch, Secretary, CFO, President | 2007 2006 2005 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 |
(1)
Dr. Tony Jimenez served as CEO from July 11, 2008 through November 26, 2008.
(2)
Steve Burke served as CEO from August 28, 2007 through July 11, 2008.
(3)
John McLane served as President and CEO from July 6, 2006 through August 28, 2007.
(4)
Howard Bouch served as Secretary, CFO and President from December 3, 2004 through July 6, 2006. He served as CFO from July 6, 2006 through August 22, 2007.
(b) No director of Fountian Healthy Aging is receiving or has received any remuneration in the form of salaries and/or allowances as of the date of this report.
(c) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.
(d) No remuneration is proposed to be paid in the future directly or indirectly by the corporation to any officer or director under any plan that presently exists.
ITEM 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
The following table sets forth the beneficial ownership of the Company's officers, directors, and persons who own more than five percent of the Company's common stock of 101,850,000 shares issued and outstanding as of December 31, 2008. Under relevant provisions of the Exchange Act, a person is deemed to be a "beneficial owner" of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership in 60 days. More than one person may be deemed to be a beneficial owner of the same securities. The percentage ownership of each stockholder is calculated based on the total number of outstanding shares of our common stock as of December 31, 2008.
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The table is based upon information provided by our directors and executive officers.
Amount and Nature of Beneficial Ownership as of December 31, 2008.
Name of Beneficial Owner of Common Shares | Address of Beneficial Owner | Number of Common Shares Owned | Percentage of Issued and Outstanding Common Shares |
Howard Bouch | Grove House, 13 Low Seaton, Workington Cumbria, England CA141PR | 19,000,020 | 18.7% |
Jennie Bouch | Grove House, 13 Low Seaton, Workington Cumbria, England CA141PR | 9,999,990 | 9.8% |
George Graham | 6 Glen Road, Moorclose, Workington Cumbria, England CA143RU | 9,000,000 | 8.8% |
Kathy Mowbray | 1172 Manitou Dr., Fox Island, WA 98333 | 9,000,000 | 8.8% |
Panamerica Capital Group, Inc. | N/A | 6,000,000 | 5.9% |
All officers and directors as a group | None | 0 | 0% |
ITEM 13. Certain Relationships And Related Transactions, And Director Independence
In February 2007, John McLane (the Company’s then sole Officer) loaned the Company $300 to pay for operating expenses. Upon the resignation from his positions with the Company effective August 28, 2007, Mr. McLane forgave the amounts owed to him. We have written off the debt to additional paid-in capital.
In March 2007, Steve Burke, a former officer and director, advanced the Company a total of $32,000 pursuant to two promissory notes. The notes are due on demand and accrue interest at 8% per annum. Mr. Burke subsequently waived his right to receive payments and not further amount is due.
16
ITEM14. Principal Accountant Fees And Services.
1.
Audit Fees:
Aggregate fees billed for each of the last two (2) fiscal years for professional services rendered by the principal accountant for the audit of the annual financial statements and review of financial statements included on Form 10-Q/QSB approximated:
2007
$6,400
2008
$11,100
2.
Audit-Related Fees:
Aggregate fees billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previously.
2007:
$0
2008:
$0
3.
Tax Fees:
Aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
2007:
$0
2008:
$0
4.
All Other Fees:
Aggregate fees billed in each of the last two (2) fiscal years for products and services provided by the principal accountant, other than the services previously reported.
2007:
$0
2008:
$0
5.
Audit Committee Pre-Approval Procedures. The Board of Directors has not, to date, appointed an Audit Committee.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules
(a)
Exhibits
Exhibit No. | Document | Location |
3.1 | Articles of Incorporation | Previously Filed |
3.2 | Amendment to Articles | Previously Filed |
3.3 | Change to Articles | Previously Filed |
3.4 | Bylaws | Previously Filed |
17
31 | Rule 13a-14(a)/15d-14(a) Certifications | Included |
32 | Section 1350 Certifications | Included |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FOUNTAIN HEALTHY AGING, INC.
By:/s/Paul Hunston
Paul Hunston, CEO, Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 193, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:/s/ Paul Hunston
Paul Hunston
CEO, Principal Financial Officer, Director
By: /s/ Paul Hunston
Tony Jimenez, Director
18
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Financial Statements
For the Year Ended December 31, 2008 and 2007,
and the Period of February 25, 2004 (date of inception)
through December 31, 2008
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders
Fountain Healthy Aging, Inc.
We have audited the accompanying balance sheets of Fountain Healthy Aging, Inc. (a development stage company) (the Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and for the period of February 25, 2004 (inception) to December 31, 2008. These financial statements are the responsibility of the Company's 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 of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, the financial statements referred to above present fairly, in all material respects, the financial position of Fountain Healthy Aging Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has incurred losses since inception, and has generated minimal revenues from its planned principal operations. This raises substantial doubt about the Company’s ability to meet its obligations and to continue as a going concern. Management’s plans in regard to this matter are described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
April 15, 2009
2
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Balance Sheets
|
|
| December 31 |
| December 31 |
|
|
| 2008 |
| 2007 |
|
|
|
| ||
Assets |
|
|
| ||
Current assets |
|
| . | ||
| Cash | $ -0- |
| $ 7,473 | |
| Accounts receivable (Note 6) | 0 |
| 10,752 | |
| Prepaid expense (Note 5) | - |
| 525 | |
|
| Total current assets | 0 |
| 18,750 |
Fixed assets |
|
|
| ||
| Office and computer equipment | 4,222 |
| 4,222 | |
| Less accumulated depreciation | (4,199) |
| (4,152) | |
|
| Net fixed assets | 23 |
| 70 |
| Total assets | $ 23 |
| $ 18,820 | |
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
| ||
Current liabilities |
|
|
| ||
| Accounts payable | $ 18,460 |
| $ 17,603 | |
| Accrued compensation – officer (Note 2) |
|
| 283,830 | |
| Accrued interest – notes payable (Note 7) | 9,030 |
| 1,673 | |
| Accrued interest – related party (Notes 2 & 7) |
|
| 853 | |
| Short-term loans (Note 7) | 64,494 |
| 37,994 | |
| Notes payable – related party (Notes 2 & 7) | 18,950 |
| 32,000 | |
| Note payable – timeshare, current portion (Note 7) | 3,840 |
| 2,570 | |
|
| Total current liabilities | 114,774 |
| 376,523 |
Long-term liabilities |
|
|
| ||
| Note payable – timeshare, less current portion (Note 7) | 17,598 |
| 20,494 | |
|
| Total long-term liabilities | 17,598 |
| 20,494 |
| Total liabilities | 132,372 |
| 397,017 | |
|
|
|
|
|
|
Stockholders' deficit (Note 4): |
|
|
| ||
| Common stock; $.001 par value, 1,000,000,000 shares |
|
|
| |
| authorized, 101,850,000 and 50,925,000 shares issued and outstanding | 50,925 |
| 50,925 | |
| Additional paid-in capital | 652,281 |
| 25,275 | |
| Deficit accumulated during development stage | (835,555) |
| (454,397) | |
|
| Total stockholders' deficit | (132,349) |
| (378,197) |
| Total liabilities and stockholders' deficit | $ 23 |
| $ 18,820 | |
See accompanying notes to financial statements.
1
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Statements of Operations
|
|
|
|
| Year Ended December 31, |
| February 25, 2004 (inception) to December 31, | ||||
|
|
| 2008 |
| 2007 |
| 2008 | ||||
|
|
|
|
|
|
|
| ||||
Revenues | $ - |
| $ - |
| $ 4,000 | ||||||
|
|
|
|
|
|
|
| ||||
Expenses |
|
|
|
|
| ||||||
|
| General and administrative expenses | 369,143 |
| 330,335 |
| 822,967 | ||||
| Net profit (loss) from operations | (369,143) |
| (330,335) |
| (822,967) | |||||
|
|
|
|
|
|
| |||||
Other Income (Expenses) |
|
|
|
|
| ||||||
|
| Interest expense | (12,015) |
| (5,201) |
| (24,852) | ||||
|
| Impairment of intangible asset (Note 3) | - |
| (32,200) |
| (32,200) | ||||
|
| Gain on disposal of assets (Note 3) | - |
| 13,488 |
| 40,464 | ||||
| Total other income (expenses) | (12.015) |
| (23,913) |
| (16,588) | |||||
|
|
|
|
|
|
| |||||
| Net profit (loss) and deficit accumulated during development stage | $ (381,158) |
| $ 354,248) |
| $ (839,555) | |||||
|
|
|
|
|
|
| |||||
| Net profit (loss) per share | $(.01) |
| $ (.01) |
|
| |||||
|
|
|
|
|
|
| |||||
| Weighted average common shares outstanding , basic and diluted | 50,925,000 |
| 50,925,000 |
|
| |||||
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
2
See accompanying notes to financial statements.
3
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Statement of Shareholders’ Deficit
|
|
| Additional |
|
|
| Common Stock | Paid in | Accumulated |
| |
| Shares | Amount | Capital | Deficit | Total |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at February 25, 2004 |
|
|
|
|
|
(inception) | - | $ - | $ - | $ - | $ - |
|
|
|
|
|
|
Common stock issued for cash |
|
|
|
|
|
(Note 4) | 50,850,000 | 50,850 | 24,550 | - | 75,400 |
|
|
|
|
|
|
Net loss | - | - | - | (40,955) | (40,955) |
|
|
|
|
|
|
Balance at December 31, 2004 | 50,850,000 | 50,850 | 24,550 | (40,955) | 34,445 |
|
|
|
|
|
|
Net loss | - | - | - | (38,073) | (38,073) |
|
|
|
|
|
|
Balance at December 31, 2005 | 50,850,000 | 50,850 | 24,550 | (79,028) | (3,628) |
|
|
|
|
|
|
Common stock issued for |
|
|
|
|
|
services (Note 4) | 75,000 | 75 | 425 | - | 500 |
|
|
|
|
|
|
Net loss | - | - | - | (21,121) | (21,121) |
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
|
|
|
(restated) | 50,925,000 | 50,925 | 24,975 | (100,149) | (24,249) |
|
|
|
|
|
|
Forgiveness of debt - related |
|
|
|
|
|
party (Note 2) |
|
| 300 |
| 300 |
|
|
|
|
|
|
Net loss | - | - | - | (354,248) | (354,248) |
|
|
|
|
|
|
Balance at December 31, 2007 | 50,925,000 | $ 50,925 | $ 25,275 | $ (454,397) | $ (378,197) |
|
|
|
|
|
|
Officer’s release of claims |
|
| 627,006 |
| 627,006 |
|
|
|
|
|
|
Effect of 2:1 forward split 12/22/08 | 50,925,000 |
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
|
| (381,158) | (381,158) |
|
|
|
|
|
|
Balance at December 31, 2008 | 101,850,000 | $ 50,925 | $ 652,281.30 | $ (835,555) | $ (132,349) |
|
|
|
|
|
|
4
|
|
|
|
|
|
See accompanying notes to financial statements.
5
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Statements of Cash Flows
|
|
|
|
|
|
| February 25, 2004 |
|
|
|
|
|
|
| (inception) to |
|
|
| Year Ended December 31, |
| December 31, | ||
|
|
| 2008 |
| 2007 |
| 2008 |
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
| ||
| Net profit (loss) | $ (381,158) |
| $ (354,248) |
| $ (835,555) | |
|
| Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
| used in operations: |
|
|
|
|
|
|
| Depreciation | 47 |
| 148 |
| 4,199 |
|
| Gain on disposal of assets | - |
| (13,488) |
| (40,464) |
|
| Stock issued for services | - |
| - |
| 500 |
|
| Impairment of intangible asset | - |
| 32,200 |
| 32,200 |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
| (Increase) decrease in accounts receivable | 10,752 |
| (10,752) |
| 0 |
|
| Decrease in prepaid expense | 525 |
| (525) |
| - |
|
| Increase (decrease) in accounts payable | 858 |
| (229) |
| 59,825 |
|
| Increase in accrued compensation – officer | 310,323 |
| 283,830 |
| 594,153 |
|
| Increase in accrued interest – notes payable | 7,357 |
| 1,673 |
| 9,030 |
|
| Decrease in accrued interest – related party | 0 |
| 853 |
| 853 |
| Net cash used in operating activities | (51,296) |
| (60,538) |
| (175,259) | |
Investing activities |
|
|
|
|
| ||
|
| Purchase of fixed assets | - |
| - |
| (4,222) |
| Net cash used in investing activities | - |
| - |
| (4,222) | |
Financing activities |
|
|
|
|
| ||
|
| Issuance of common shares for cash |
|
| - |
| 75,400 |
|
|
|
|
|
|
|
|
|
| Proceeds from short-term loans | 27,443 |
| 38,294 |
| 65,737 |
|
| Proceeds from notes payable – related party | 18,950 |
| 32,000 |
| 50,950 |
|
| Principal payments on note payable | (2,570) |
| (2,283) |
| (12,606) |
| Net cash provided by (used in) financing activities | 43,823 |
| 68,011 |
| 179,481 | |
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in cash | (7,473) |
| 7,473 |
| 0 |
|
| Cash at beginning of period | 7,473 |
| - |
| - |
|
| Cash at end of period | $ 0 |
| $ 7,473 |
| $ 0 |
Supplemental disclosures: |
|
|
|
|
| ||
| Interest paid for in cash | $ 2,404 |
| $ 2,884 |
| $ 11,565 | |
| Income taxes paid for in cash | $ - |
| $ - |
| $ - | |
| Non-cash investing and financing activities: |
|
|
|
|
| |
|
| Purchase of investment property with note payable | $ - |
| $ - |
| $ 30,104 |
|
| Forgiveness of debt – related party | $ 316,683 |
| $ 300 |
| $ 300 |
6
See accompanying notes to financial statements.
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
1. Organization and Summary of Significant Accounting Policies
This summary of significant accounting policies of FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.) (A development stage company) (“the Company”) is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. The Company has realized minimal revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in accordance with SFAS No. 7.
Business Description
FOUNTAIN HEALTHY AGING, INC. is a Nevada corporation originally organized on February 25, 2004 to acquire timeshares and like entities and facilitate rentals and sales of the entities and travel packages via its full-service travel website. On August 18, 2007, the Company entered into an asset purchase agreement with Immureboost Inc., a Thailand company, with the intention to purchase intellectual property to develop products that affect the human body’s immune system. No assets have been acquired or stock issued to date as a result of this agreement (Note 9). The Company has elected a fiscal year end of December 31.
On July 17, 2006, the Board of Directors voted to change the name of the Company from Celtic Cross, Ltd., to eSAVINGSSTORE.COM, Inc. to more accurately reflect the Company’s business plan. On July 5, 2007, the stockholders of the Company approved the name change to IMMUREBOOST, INC. During the third quarterthe Board of directors again changed the name to FOUNTAIN HEALTHY AGING.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Development stage deferred tax assets approximating $273,000 arising as a result of net operating loss carryforwards totaling $804,056 have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The valuation allowance increased by approximately $118,000 and $2,800 during the Year Ended December 31, 2008 and 2007, respectively.
Estimates
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates, such as depreciation and valuation of timeshare points. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
Fixed Assets
Fixed assets are stated at cost and consist of computers and other office equipment. Depreciation is computed using the accelerated double-declining method based on estimated useful lives of 3 years.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of Six Months or less to be cash equivalents. The Company had $0 and $7,473 in cash at December 31, 2008 and December 31, 2007, respectively.
7
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
1.
Organization and Summary of Significant Accounting Policies (continued)
Advertising
The Company generally expenses advertising costs as incurred. No advertising costs were incurred during the period of February 25, 2004 (inception) through December 31, 2008.
Recently Issued Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities (an amendment to SFAS No. 133).” This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and requires enhanced disclosures with respect to derivative and hedging activities. The Company will comply with the disclosure requirements of this statement if it utilizes derivative instruments or engages in hedging activities upon its effectiveness.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” This revision to SFAS No. 141 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of the acquisition date, with limited exceptions. This revision also requires that acquisition-related costs be recognized separately from the assets acquired and that expected restructuring costs be recognized as if they were a liability assumed at the acquisition date and recognized separately from the business combination. In addition, this revision requires that if a business combination is achieved in stages, that the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, be recognized at the full amounts of their fair values. The Company believes that when and if its development stage activities in seeking a reverse acquisition of an operating entity occur, this accounting statement may have relevance.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” The objective of this statement is to improve the relevance, comparability, and transparency of the financial statements by establishing accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company believes that this statement will not have any impact on its financial statements, unless it becomes an entity requiring consolidation with one or more corporations.
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 improves financial reporting by requiring an employer 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 improves financial reporting by requiring 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. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the first fiscal year ending after December 15, 2006.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. SFAS 157 is effective in the first fiscal year that begins after November 15, 2007.
8
None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
1. Organization and Summary of Significant Accounting Policies (continued)
Revenue Recognition
As described in Note 3, the Company has acquired an interest in a timeshare property. Revenues were originally intended to be recognized upon sale of timeshare points redeemable for utilization of the property, or when the Company performs other travel related services. The Company has recognized minimal revenue of $4,000 from its initial intended business purpose since inception through December 31, 2008.
As more fully described in Note 9, the Company entered into an asset purchase agreement in August 2007 with FOUNTAIN HEALTHY AGING, INC. of Thailand, whereby it plans to develop processes, products and pharmaceuticals that interact with the immune system. The Company will reexamine its revenue recognition policy upon completion of the agreement, which has not yet occurred.
Earnings (Loss) Per Share
The computation of net income (loss) per share of common stock is based on the weighted average number of shares outstanding during the period presented. There were no potentially dilutive common share equivalents outstanding during the periods shown and, accordingly, the computation of net loss per share on a fully dilutive basis is the same as basic net loss per share.
2. Related Party Transactions
On April 22, 2004, the Company entered into a consulting agreement with an entity affiliated with its former president/director. The entity was engaged to perform consulting services and provide office space for the Company for a term of six months commencing April 22, 2004, in exchange for $15,000. On December 30, 2004, the president/director resigned from his position with the Company.
For the period of February 25, 2004 (inception) through April 22, 2004 (see above paragraph), and for the period of July 2006 to the present (Note 5), office space and services have been provided without charge by the Company's CEO. Such costs are immaterial to the financial statements and have not been reflected therein.
In February 2007, the Company’s then sole Officer (“the Former Officer”) loaned the Company $300 to pay for operating expenses. Upon the resignation from his positions with the Company effective August 28, 2007, the Former Officer forgave the amounts owed to him. The Company has written off the debt to additional paid-in capital.
On June 15, 2007, the Company appointed a new Director to its Board of Directors. On August 28, 2007, this individual was appointed as the Company’s CEO (“the Officer”). In March 2007, prior to these appointments, the Officer advanced the Company a total of $32,000 pursuant to two promissory notes (Note 7). The notes are due on demand and accrue interest at 8% per annum. No payments have been made on the notes since its inception, resulting in accrued interest of $1,493 at December 31, 2008.
On July 6, 2007, the Company entered into an employment agreement with the Officer, whereby the Officer would perform various services for the Company in exchange for annual Officer compensation of 300,000 Euros, plus 100,000 Euros for annual Director's fees. The compensation was translated from Euros into US dollars using a weighted average exchange rate pro-rated for the period of July 2007 through June 2008, resulting in $156,266 compensation expense for
9
the Six Months ended June 2008 and total accrued compensation of $592,873 at June 30, 2008. The agreement also states that the Officer is entitled to stock options pursuant to a separate agreement, which has not yet been executed but may be applicable in the future.
10
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
On August 5, 2008 the CEO released all claims he had for salary and his $32,000 loan to the Company. Management has elected to record the release in the current quarter as an addition to Paid in Capital of $627,006.
3. Intangible Asset
The Company has acquired an undivided interest in the Wyndham Vacation Resorts (formerly Fairfield Resorts, Inc.) (WVR) timeshare resort, along with the rights to participate in timeshare use, or to allow certain others the use, of a specified number of days lodging in WVR timeshare properties. These rights are granted in the form of points. In June of 2004, the Company purchased 315,000 points from WVR and was given a bonus of 300,000 additional points as an incentive, and will receive 315,000 points on each anniversary date for the next 99 years. The points operate as currency and are redeemable at any time at any WVR resort during the year. Although the points represent a specific interest in the Grand Desert Resort in Las Vegas, Nevada, they can be used at any time in exchange for accommodations at any of the other properties around the world owned by WVR. The contract sales price of the points was $33,100 and is being financed through WVR (Note 7).
As of December 31, 2008, the Company had received a total of 1,560,000 travel points. On August 25, 2006, the Company entered into an agreement with a consultant (“the Consultant”) whereby the Company transferred 600,000 travel points (valued by the Consultant at $0.046 per point) to the Consultant to settle debts totaling $27,576, resulting in a balance of 645,000 points at December 31, 2006. During 2007, the Company paid 300,000 points (also valued at $0.046 per point) pursuant to a consulting agreement (Note 6), resulting in remaining total available points of 660,000 at December 31, 2007.
As explained more fully in Note 10, the point transfers result in a reduction of the intangible asset equal to the original cost of the points transferred. The difference between the fair market value and the cost of the points is reported as a gain on disposal of assets in the Other Income (Expense) section of the Statements of Operations. The per-point original cost of $0.001 resulted in a reduction in the intangible asset of $600 and $300 during the years ended December 31, 2007 and 2006, respectively, due to each of the points transfers, resulting in a carrying value of the intangible asset of $32,200 and $32,500 at December 31, 2007 and 2006 (restated), respectively. The Company recognized a gain on disposal of assets of $13,488 and $26,976 during the years ended December 31, 2007 and 2006 (restated), respectively. No point transfers occurred during the Year Ended December 31, 2008 or 2007.
In light of the asset purchase agreement entered into during August 2007 (Note 9), the Company has decided to focus on its immune boosting business and is currently seeking to dispose of the intangible asset. As a result, the carrying value of the asset was impaired down to $0 during the fourth quarter of 2007. The impairment was recorded as a separate component of other income and expenses in the statements of operations.
4. Stockholders' Equity
During March and April 2004, the Company issued common stock for cash in accordance with separate private offering memorandums as follows:
Number of shares
Price per share
Cash received
13,500,000
$
.000067
$
900
14,250,000
.00067
9,500
15,000,000
.002
30,000
5,700,000
.0033
19,000
2,400,000
.0067
16,000
75,000
.0067
500*
50,925,000
$
75,900
2:1 Forward split
101,850,000
$
75,400
11
* Services to transfer agent
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FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
The Board of Directors authorized a 30:1 forward stock split on July 1, 2006, and a 2:1 reverse stock split on June 12, 2007. The number of shares issued in accordance with private offerings in 2004 as listed above has been retroactively restated to include the effects of the splits.
Pursuant to a Form 8-K filed with the SEC on July 28, 2006, the Board of Directors voted to increase the Company’s authorized common shares from 75,000,000 to 1,000,000,000 shares.
On October 1, 2006, the Company issued 75,000 shares of common stock at $.0067 per share to its transfer agent for $500 in services, resulting in 50,925,000 common shares issued and outstanding at December 31, 2007.
On December 22, 2008 the Board of Directors approved a forward split of 2:1. After which there were 101,850,000 shares issued and outstanding at December 31, 2008.
5. Commitments and Contingencies
The Company entered into a lease agreement for office space in Nevada for a one-year period commencing April 1, 2005 with monthly rent payments of $400. The Company paid $4,800 for the entire year of rent up front, an initial security deposit of $1,200, and $625 for use of the lessor’s office furniture for the term of the lease. The initial security deposit was applied towards rent for the period of April through June 2006. Rent expense and amortization of the office furniture fund for the year ended December 31, 2006 was $2,816, resulting in $0 prepaid rent and deposits at December 31, 2006. The contract was not renewed upon its expiration, and during the period of July 2006 through the present, the Company’s officers have been providing office space at no cost to the Company.
6. Consulting Agreement
In October 2006, the Company entered into an agreement with an unrelated consultant (“the Consultant”), who would perform services for the Company during the fourth quarter of 2006. As compensation, the Company was required to pay the Consultant $9,000 cash and 300,000 timeshare points. The points were valued at $0.046, which is proportionate to the 600,000 points transferred to another consultant to satisfy $27,576 in debt owed to that consultant (Note 3). Accordingly, the 300,000 points were assigned a value of $13,788, resulting in a payable due the Consultant of $22,788 at December 31, 2006. The points were transferred to the Consultant during the year ended December 31, 2007, resulting in a $300 reduction of the original cost of the intangible asset (timeshare investment) and a gain on disposal of assets of $13,488. Upon transfer of the points, the Company failed to record a corresponding reduction in the consulting fees due the Consultant, and paid additional cash in an attempt to satisfy the perceived remaining payable, resulting in an overpayment. Also during 2007, the Consultant forgave debts owed by the Company totaling $3,036. The net of the inadvertent $13,788 overpayment and $3,036 debt forgiveness resulted in a net receivable due from the Consultant of $10,752 at December 31, 2007. As of December 31, 2008 the consultant receivable had a zero balance.
The accounting treatment of the points transfer is more fully discussed in Notes 3 and 10. The agreement was not renewed for a subsequent term.
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FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
7.
Notes Payable
| Principal balance | ||
| December 31 |
| December 31 |
| 2008 |
| 2007 |
Note payable – timeshare: |
|
|
|
Wyndham Vacation Resorts (Note 3) for $33,100 – June 2004 inception, June 2014 maturity, $415 monthly payments, 10.99% annual interest, collateralized by the timeshare property. Interest expense of $3,378 and $678 for the Year Ended December 31, 2008 and 2007, respectively. Future maturities due during the year ended December 31 are as follows: 2009 $ 2,867 2010 3,198 2011 3,568 2012 3,980 2013 3,980 Thereafter 6,881 Total $ 20,464 | $ 20,464 |
| $ 22,484 |
, |
|
|
|
Short-term loans |
|
|
|
Independent investor for $22,994 – March 2007 inception, September 2007 maturity, 5.25% annual interest plus 1% interest per month late fee each month after maturity, unsecured. Accrued interest and interest expense of $4,325 (including $2,515 late fees) as of December 31, 2008. In April 2008 this investor loaned an additional $26,500 with 8% annual interest. They had accrued $3,180 in interest as of December 31, 2008. | 49,494 |
| 22,994 |
|
|
|
|
Independent investor for $15,000 – November 2007 inception, due on demand, 8% annual interest, unsecured. Accrued interest of $1,351 as of December 31, 2008. | 15,000 |
| 15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term loans | 64,494 |
| 37,994 |
|
|
|
|
Related party notes payable: |
|
|
|
Officer loan for $10,000 – August 2007 inception, due on demand, 8% annual interest, unsecured. Accrued interest and interest expense of $-0- as of December 31, 2008. | -0- |
| 10,000 |
|
|
|
|
Officer loan for $22,000 – August 2007 inception, due on demand, 8% annual interest, unsecured. Accrued interest and interest expense of $-0- as of December 31, 2008. | -0- |
| 22,000 |
International Telecommunications Network , Paul Hunston is the president of this Company-Officer loan for $8,400- August 2008, due on demand, 4.25% annual interest, unsecured. Accrued interest and interest expense of $137 as of December 31, 2008. Officer loan for $5,275- November 2008, due on demand, 4.25% annual interest, unsecured. |
|
|
|
14
Accrued interest and interest expense of $36.49 as of December 31, 2008. | 13,675 |
|
|
|
|
|
|
Total related party notes payable | 13,675 |
| 32,000 |
|
|
|
|
Total notes payable | 104,881 |
| 93,058 |
Less current portions and short-term loans | 87,283 |
| 72,564 |
|
|
|
|
Total notes payable – long-term | $ 17,598 |
| $ 20,494 |
FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)
(A Development Stage Company)
Notes to Financial Statements (unaudited)
For the Year Ended December 31, 2008
8. Going Concern and Liquidity Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2008, the Company has a working capital deficit of $ 114,7741 and an accumulated deficit of $835,555. Unanticipated costs and expenses or the inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations.
The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
9. Asset Purchase Agreement
On August 18, 2007, the Company entered into an Asset Purchase Agreement with Immureboost Inc, a Thai corporation (the "Seller") that develops processes, products and pharmaceuticals that interact with the immune system. Under the terms of the Agreement, the Company will acquire certain assets of the Seller, including patents and trademarks. In consideration of these assets, certain shareholders of the Seller will receive 20,370,000 restricted shares (as defined in Rule 144 of the Securities Act of 1933) of the Company's common stock, which shall constitute 40% of the stock issued and outstanding at December 31, 2007, and 29% of total shares issued and outstanding after the shares are issued. The purchase has not yet been completed and no shares have been issued or assets acquired as a result of the agreement.
15