MICROALLIANCE GROUP INC. - Quarter Report: 2008 September (Form 10-Q)

FOUNTAIN HEALHTY AGING

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 333-123774

Fountain Healthy Aging, Inc. (formerly Immureboost, Inc.)

(Name of Registrant in its Charter)

NEVADA

86-1098668

---------------

--------------------

(State or Other Jurisdiction of

(I.R.S. Employer I.D. No.)

incorporation or organization)

2764 Lake Sahara Drive, Suite 111, Las Vegas, NV 89117

(Address of Principle Executive Offices)

Registrant’s Telephone Number: (604) 331-1459

Immureboost, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Check whether the registrant (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes X No

(2) Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelereated 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

[ ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act)

Yes X No

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(APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date:

November 19, 2008: Common Stock – 50,925,000 shares

DOCUMENTS INCORPORATED BY REFERENCE

A description of any “Documents Incorporated by Reference” is contained in Item 6 of this report.

Fountain Healthy Aging, Inc.

(formerly Immureboost, Inc.)

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

PAGE

Item 1. Financial Statements (unaudited):

Balance Sheets

Statements of Operations

Statements of Cash Flows

Notes to Financial Statements (unaudited)

8-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4T. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Securities Holders

Item 5. Other Information

Item 6. Exhibits

Signatures

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim unaudited financial statements of Fountain Healthy Aging, Inc. (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2007 included in a Form10-KSB filed with the U.S. Securities and Exchange Commission (“SEC”) on May 16, 2008. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the three and nine months ended September 30, 2008 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2008.

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Unaudited Financial Statements

For the Nine Months Ended September 30, 2008 and 2007,

and the Period of February 25, 2004 (date of inception)

through September 30, 2008

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Balance Sheets


			September 30	December 31
			2008	2007
			*(unaudited)*
Assets
Current assets				.
	Cash		$ 213	$ 7,473
	Accounts receivable (Note 5)		6,536	10,752
	Prepaid expense		-	525
		Total current assets	6,749	18,750
Fixed assets
	Office and computer equipment		4,222	4,222
	Less accumulated depreciation		(4,187)	(4,152)
		Net fixed assets	35	70
	Total assets		$ 6,784	$ 18,820

Liabilities and Stockholders' Deficit
Current liabilities
	Accounts payable		$ 8,294	$ 17,603
	Accrued compensation – officer (Note 2)		-	283,830
	Accrued interest – notes payable (Note 7)		6,306	1,673
	Accrued interest – related party (Notes 2 & 7)		-	853
	Short-term loans (Note 7)		72,894	37,994
	Notes payable – related party (Notes 2 & 7)		-	32,000
	Note payable – timeshare, current portion (Note 7)		2,641	2,570
		Total current liabilities	90,135	376,523
Long-term liabilities
	Note payable – timeshare, less current portion (Note 7)		18,559	20,494
		Total long-term liabilities	18,559	20,494
	Total liabilities		108,694	397,017

Stockholders' deficit (Note 4):
	Common stock; $.001 par value, 1,000,000,000 shares
	authorized, 50,925,000 shares issued and outstanding		50,925	50,925
	Additional paid-in capital		652,281	25,275
	Deficit accumulated during development stage		(805,116)	(454,397)
		Total stockholders' deficit	(101,910)	(378,197)
	Total liabilities and stockholders' deficit		$ 6,784	$ 18,820

See accompanying notes to financial statements.

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Statements of Operations

(unaudited)


			Three months ended September 30,		Nine Months Ended September 30,		February 25, 2004 (inception) to September 30,
			2008	2007	2008	2007	2008
				(Restated – Note 9)		(Restated – Note 9)
Revenues			$ -	$ -	$ -	$ -	$ 4,000

Expenses
		General and administrative expenses	8,741	151,692	342,919	173,732	(796,743)
	Net loss from operations		(8,741)	(151,692)	(342,919)	(173,732)	(792,743)

Other Income (Expenses)
		Interest expense	(2,643)	(1,590)	(7,800)	(2,874)	(20,637)
		Impairment of intangible asset (Note 3)	-	-	-	-	(32,200)
		Gain on disposal of assets (Note 3)	-	13,488	-	13,488	40,464
	Total other income (expenses)		(2,643)	11,898	(7,800)	10,614	(12,373)

	Net loss and deficit accumulated during development stage		$ (11,384)	$(139,794)	$(350,719)	$(163,118)	$ (805,116)

	Net profit loss per common share		$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)

	Weighted average common shares outstanding , basic and diluted		50,925,000	50,925,000	50,925,000	50,925,000

See accompanying notes to financial statements.

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Statements of Cash Flows

(unaudited)


					February 25, 2004
			Nine Months Ended		(inception) to
			September 30,		September 30,
			2008	2007	2008
				(Restated – Note 9)
Operating activities
	Net loss		$ (350,719)	$ (163,118)	$ (805,116)
		Adjustments to reconcile net loss to net cash
		used in operations:
		Depreciation	35	117	4,187
		Gain on disposal of assets	-	-	(40,464)
		Stock issued for services	-	-	500
		Impairment of intangible asset	-	-	32,200
		Changes in operating assets and liabilities:
		(Increase) decrease in accounts receivable	4,216	-	(6,536)
		Decrease in prepaid expense	525	-	-
		Increase (decrease) in accounts payable	(9,309)	(26,738)	49,658
		Increase in accrued compensation – officer	309,043	137,967	592,873
		Increase in accrued interest – notes payable	4,633	558	6,306
		Increase in accrued interest – related party	1,280	284	2,133
	Net cash used in operating activities		(40,296)	(50,930)	(164,259)
Investing activities
		Purchase of fixed assets	-	-	(4,222)
	Net cash used in investing activities		-	-	(4,222)
Financing activities
		Issuance of common stock for cash	-	-	75,400
		Proceeds from short-term loans	34,900	23,294	73,194
		Proceeds from notes payable – related party	-	32,000	32,000
		Principal payments on note payable	(1,864)	(1,714)	(11,900)
	Net cash provided by financing activities		33,036	53,580	168,694

		Net increase (decrease) in cash	(7,260)	2,650	213
		Cash at beginning of period	7,473	-	-
		Cash at end of period	$ 213	$ 2,650	$ 213
Supplemental disclosures:
	Interest paid for in cash		$ 3,272	$ 2,032	$ 13,792
	Income taxes paid for in cash		$ -	$ -	$ -
	Non-cash investing and financing activities:
		Purchase of investment property with note payable	$ -	$ -	$ 30,104
		Conversion of debt to equity – related party	$ 627,006	$ -	$ 627,306

See accompanying notes to financial statements.

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 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 as Celtic Cross, Ltd. to acquire timeshares and like entities and facilitate rentals and sales of the entities and travel packages via its full-service travel website. 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. On August 19, 2008, the Board of Directors changed the name to Fountain Healthy Aging, Inc.

On August 18, 2007, the Company entered into an asset purchase agreement with Immureboost Inc. of Thailand, 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 6).

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 $282,000 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 $123,000 and $57,000 during the nine months ended September 30, 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 $213 and $7,473 in cash at September 30, 2008 and December 31, 2007, respectively.

Advertising

The Company generally expenses advertising costs as incurred. No advertising costs were incurred during the period of February 25, 2004 (inception) through September 30, 2008.

FOUNTAIN HEALTHY AGING, Inc. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 2008

1. Organizaton and Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements

In March 2008, the FASB issued 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.

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 Nine Months Ended September 30, 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 September 30, 2008.

As more fully described in Note 6, the Company entered into an asset purchase agreement in August 2007 with Immureboost, 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 were due on demand and accrued interest at 8% per annum. 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 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 $309,043 compensation expense for the six months ended June 30, 2008 and total accrued compensation of $592,873 at June 30, 2008. In August 2008, the Officer resigned from his positions with the Company and released all claims he had against the Company for debts owed to him. The $32,000 in notes payable (plus $2,133 in accrued interest) and $592,873 in accrued compensation were written off to additional paid-in capital at September 30, 2008.

FOUNTAIN HEALTHY AGING INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 2008

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).

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 5), resulting in remaining total available points of 660,000 at December 31, 2007.

As explained more fully in Note 9, 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. As of September 30, 2008, the Company had received a total of 1,560,000 travel points. No point transfers occurred during the Nine Months Ended September 30, 2008.

In light of the asset purchase agreement entered into during August 2007 (Note 6), 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.

FOUNTAIN HEALTHY AGING INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 2008

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

50,850,000

75,400

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 have 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 September 30, 2008 and December 31, 2007.

5. 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. During the nine months ended September 30, 2008, the Consultant has paid $4,216 of expenses on behalf of the Company reducing the receivable to $6,536. 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.

6. Asset Purchase Agreement

On August 18, 2007, the Company entered into an Asset Purchase Agreement with Immureboost of Thailand, 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 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 20,370,000 restricted shares (as defined in Rule 144 of the Securities Act of 1933) of the Company's common stock, which would have constituted 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 Company does not believe that the Seller will be able to deliver the assets as set forth in the Agreement, and the Seller may not have rights to patents and trademarks as represented in the Agreement. Therefore, the Company is of the opinion the Seller has breeched the Agreement, and is in the process of enforcing the Company’s termination rights thereunder. No shares were issued or assets transferred pursuant to the Agreement.

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 2008

Notes Payable


	Principal balance
	September 30	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 $2,361 and $1,382 for the nine months ended September 30, 2008 and 2007, respectively. Accrued interest of $474 and $0 at September 30, 2008 and December 31, 2007, respectively. Future maturities due during the year ended December 31 are as follows: 2008 $ 2,570 2009 2,867 2010 3,198 2011 3,568 2012 3,980 Thereafter 6,881 Total $ 23,064	$ 21,200	$ 23,064
,
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. Interest expense of $2,199 and $1,066 for of the nine months ended September 30, 2008 and 2007, respectively. Accrued interest of $3,722 and $1,523 at September 30, 2008 and December 31, 2007, respectively.	22,994	22,994

Independent investor for $15,000 – November 2007 inception, due on demand, 8% annual interest, unsecured. Interest expense of $900 and $0 for the nine months ended September 30, 2008 and 2007, respectively. Accrued interest of $1,050 and $150 as of September 30, 2008 and December 31, 2007, respectively.	15,000	15,000

Independent investor for $26,500 – April, 2008 inception, due on demand, 8% interest, unsecured. Interest expense was $1,060 for the six months ended September 30, 2008, and accrued interest of $1,060 at September 30, 2008.	26,500	-

Independent investor for $8,400 – August 2008 inception, due on demand, 4.25% annual interest, unsecured. Interest was minimal for August and September 2008.	8,400	-
Total short-term loans	72,894	37,994

Related party notes payable (written off at September 30, 2008 – Note 2):
Officer loan for $10,000 – August 2007 inception, due on demand, 8% annual interest, unsecured. Interest expense of $400 and $133 for the nine months ended September 30, 2008 and 2007, respectively. Accrued interest of $0 and $267 as of September 30, 2008 and December 31, 2007, respectively.	-	10,000

Officer loan for $22,000 – August 2007 inception, due on demand, 8% annual interest, unsecured. Interest expense of $880 and $293 for the nine months ended September 30, 2008 and 2007, respectively. Accrued interest of $0 and $586 as of September 30, 2008 and December 31, 2007, respectively.	-	22,000

Total related party notes payable	-	32,000

Total notes payable	94,094	93,058
Less current portions and short-term loans	75,535	72,564
Total notes payable – long-term	$ 18,559	$ 20,494

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 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 of September 30, 2008, the Company has a working capital deficit of $ 82,326 and an accumulated deficit of $804,056. 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. Restatement of Prior Year Audited Financial Statements

The Company has restated its September 30, 2007 and December 31, 2006 financial statements, primarily due to improper accounting for the transfer of its timeshare points acquired from Wyndham Vacation Resorts (formerly Fairfield Resorts, Inc.) (“WVR”) for $33,100 in June 2004 (Note 3). Since the Company’s interest in the WVR conglomerate was deemed to have a nominal value, the entire purchase price was assigned to the points, represented in the financial statements as an intangible asset. Although the term of the sales contract stated the Company was to receive additional points annually for 99 years, the Company initially determined that the points did not have a finite useful life over which to amortize their cost, so the intangible asset would be tested for impairment in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The Company noted no impairment of the intangible during 2004 through 2006, and when points were transferred to other parties in the two transactions described in Note 3, there was no corresponding depletion of the asset. If a sales transaction were to occur, there would be no way to determine cost of goods sold.

The Company determined to assign the sales contract price ratably to the potential points the Company is entitled to receive over the life of the contract. The Company is entitled to receive 315,000 points for 99 years, plus 300,000 bonus points granted upon inception, which equates to 31,485,000 potential points over the contract life, resulting in a per-point value (cost) of $.001.

In a revenue-generating transaction, the intangible asset will be reduced by the cost of the points sold, with an offsetting entry to cost of sales. Revenue will be recorded in the amount of consideration received, resulting in a gross margin of the difference between the asset cost and fair market value. When points are transferred to other parties as repayment for services or debt in lieu of cash, a gain on disposal of an asset is recorded in the ‘Other Income’ section of the statements of operations. This is not considered a revenue transaction, but rather a disposal of the intangible asset.

The restatement relates to the August 2006 transfer of 600,000 points to satisfy debt of $27,576 (Note 3), which was originally accounted for as $27,576 in revenues. Application of the correct accounting treatment results in a reduction of the intangible asset by the points’ original cost of $600 at $.001 per point. The difference between the points’ original cost and their fair market value (i.e., the debt amount) has been recorded as a gain on disposal of assets, resulting as a net $600 adjustment to the accumulated deficit opening balance. This restatement is considered a correction of an error in previously issued financial statements pursuant to SFAS No. 154, "Accounting Changes and Error Corrections." The error has been addressed as a prior period adjustment in the attached restated September 30, 2007 financial statements, as demonstrated in the below table. No change in loss per share was noted as a result of the restatement.

FOUNTAIN HEALTHY AGING, INC. (formerly IMMUREBOOST, INC.)

(A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 2008

9. Restatement of Prior Year Audited Financial Statements (continued)


	Original	Restatement	Restated
Account	Balance	Adjustment	Balance
	Nine Months Ended September 30, 2007
Cash	$ 2,650	$ -	$ 2,650
Equipment	4,222	-	4,222
Accumulated depreciation	(4,121)	-	(4,121)
Intangible asset	33,100	(900)	32,200
Accounts payable	(18,370)	13,788	(4,582)
Notes payable - related party	(55,294)	23,294	(32,000)
Short term loans	-	(23,294)	(23,294)
Accrued interest - notes payable	-	(558)	(558)
Accrued interest - related party	-	(284)	(284)
Accrued compensation	-	(137,967)	(137,967)
Current portion of notes payable - timeshare	(2,500)	-	(2,500)
Notes payable - timeshare	(21,133)	-	(21,133)
Common stock	(50,925)	-	(50,925)
Additional paid-in capital	(24,975)	-	(24,975)
Deficit accumulated during dev stage	99,549	600	100,149
Revenues	-	-	-
General and administrative expenses	35,765	137,967	173,732
Interest expense	2,032	842	2,874
Gain on disposal of assets		(13,488)	(13,488)
Total	$ -	$ -	$ -


	Original	Restatement		Restated
Account	Balance	Adjustment		Balance
	Three Months Ended September 30, 2007
Cash	$ 2,650		$ -		$ 2,650
Equipment	4,222				4,222
Accumulated depreciation	(4,121)				(4,121)
Intangible asset	33,100		(900)		32,200
Accounts payable	(18,370)		13,788		(4,582)
Notes payable - related party	(55,294)		23,294		(32,000)
Short term loans	-		(23,294)		(23,294)
Accrued interest - notes payable	-		(558)		(558)
Accrued interest - related party	-		(284)		(284)
Accrued compensation	-		(137,967)		(137,967)
Current portion of notes payable - timeshare	(2,500)				(2,500)
Notes payable - timeshare	(21,133)				(21,133)
Common stock	(50,925)				(50,925)
Additional paid-in capital	(24,975)				(24,975)
Deficit accumulated during dev stage	122,873		600		123,473
Revenues	-				-
General and administrative expenses	13,725		137,967		151,692
Interest expense	748		842		1,590
Gain on disposal of assets	-		(13,488)		(13,488)
Total	$ -		$ -		$ -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Fountain Healthy Aging, Inc. (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, Inc. (formerly Immureboost, Inc) was formed on February 25, 2004 under the name Celtic Cross, Ltd. 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.

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 stockholders of the Company approved the name change to Immureboost, Inc. On August 27, 2008, the Company changed its name to Fountain Healthy Aging, Inc. On August 18, 2007, the Company entered into an Asset Purchase Agreement (“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 would have acquired certain assets of the Seller, including patents and trademarks. In consideration of these assets, certain stockholders of the Seller would have received twenty million three hundred seventy thousand (20,370,000) "restricted shares" (as that term is defined in Rule 144 of the Securities Act of 1933; the "Act") of the Company's Common Stock. At September 30, 2008, the Seller was still in the process of transferring the intellectual property rights to the Company.

As of the date of this report, the Company does not believe that the Seller will be able to deliver the assets as set forth in the Agreement, and the Seller may not have rights to patents and trademarks as represented in the Agreement. Therefore, the Company is of the opinion the Seller has breeched the Agreement, and is in the process of enforcing the Company’s termination rights thereunder. No shares were issued pursuant to the Agreement.

The Company is currently seeking new projects in the healthcare field

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.

In June of 2004, the Company purchased 315,000 points from WVR for $33,100 that is also being financed by WVR at 10.99% annual interest on a ten-year loan. The Company was given a bonus of 300,000 additional points as an incentive. The Company receives 315,000 points on each anniversary date in October for the next 99 years and had accumulated 660,000 total available points at September 30, 2008. The maintenance at the WVR facilities are the responsibility of WVR, however, the Company pays a monthly fee to WVR for this

service. The maintenance fee is $141 per month at our current ownership level. The points are redeemable at numerous resort locations around the world. These points can be used to rent vacation or business use accommodations. The "points" represent a specific interest in the Grand Desert Resort in Las Vegas, NV, and can be used in exchange for accommodations at any of the other properties around the world owned by WVR. The Company is in the process of attempting to sell this interest and relieve itself of the monthly loan and maintenance payments.

RESULTS OF OPERATIONS

The Company has generated $4,000 in revenues since inception, and has an accumulated deficit of $805,116. During the nine months ended September 30, 2008 and 2007, we incurred $342,919 and $173,732 in operating expenses. At September 30, 2008, we had total current assets of $6,749 and current liabilities of $90,135, resulting in a working capital deficit of $83,386.

LIQUIDITY.

During the next 12 months, the Company will need significant working capital to fund the research efforts. 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 3.

Quantitative and Qualitative Disclosures About Market Risk

Not Required

Item 4T.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (or persons performing those duties), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer, or persons performing those duties, concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None

Item 1A. Risk Factors

Not applicable

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Submission of Matters to a Vote of Security Holders.

On August 26, 2008, a majority of the Company’s stockholders approved a change in the Company’s name to Fountain Healthy Aging, Inc. This action was approved by the Company’s Board of Directors on August 19, 2008.

Item 5.

Other Information.

On August 27, 2008, the Company filed a Certificate of Amendment with the Nevada Secretary of State’s office changing the Company’s name to “Fountain Healthy Ageing, Inc.” On September 16, 2008, the Company filed a Certificate of Correction changing the spelling of the Company’s name to correctly reflect “Fountain Healthy Aging, Inc.” A copy of both the Certificate of Amendment and Certificate of Correction are attached hereto as exhibits.

Item 6.

Exhibits.

The following exhibits are filed herewith:

3.1 Articles of Amendment

3.2 Certificate of Correction

31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FOUNTAIN HEALTHY AGING, INC.


Name	Title	Date
*/s/ Tony Jimenez*	CEO, CFO, Director	11/19/08