SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission file number: 000-50196
AMERICAN LIFE HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Florida | 52-2177342 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
16 Okin Dong Cheongro Gu
Seoul, South Korea
(Address of principal executive offices)
8210-9406-8116
(Registrant’s telephone number, including area code)
_____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 17, 2011 our outstanding common stock consisted of 341,449 shares.
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1
American Life Holding Company, Inc.
Financial Statements as of March 31, 2011
Financial Statement Index
| Balance Sheets | F-1 |
| Statements of Operations | F-2 |
| Statements of Cash Flows | F-3 |
| Statement of Changes in Stockholders’ Equity | F-4 |
| Notes to Financial Statements | F-5 |
2
American Life Holding Company, Inc.
Balance Sheets
As of March 31, 2011 (unaudited) and December 31, 2010
| March 31, | December 31, | |||||||
| 2011 | 2010 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 159 | $ | 159 | ||||
| Total current assets | 159 | 159 | ||||||
| TOTAL ASSETS | $ | 159 | $ | 159 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 41,639 | $ | 12,863 | ||||
| Accrued interest | 1,468 | 1,468 | ||||||
| Notes payable | 30,333 | 30,333 | ||||||
| Due to stockholder | 9,700 | - | ||||||
| Total current liabilities | 83,140 | 44,664 | ||||||
| Stockholders' equity (deficit) | ||||||||
| Common stock, $.001 Par Value, 100,000,000 shares authorized, 391,449 shares outstanding | 392 | 392 | ||||||
| Additional paid in capital | 3,082,809 | 3,082,809 | ||||||
| Accumulated deficit | (3,166,182 | ) | (3,127,706 | ) | ||||
| Total stockholders' equity (deficit) | (82,981 | ) | (44,505 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 159 | $ | 159 | ||||
The accompanying notes are an integral part of the financial statements.
F-1
American Life Holding Company, Inc.
Statements of Operations
For the Three Months ended March 31, 2011 and 2010
(both unaudited)
| March 31, | ||||||||
| 2011 | 2010 | |||||||
| Interest income | $ | - | $ | - | ||||
| Expenses: | ||||||||
| General & administrative expense | 38,476 | 650 | ||||||
| Total operating expenses | 38,476 | 650 | ||||||
| Net loss | $ | (38,476 | ) | $ | (650 | ) | ||
| Basic and diluted loss per share | $ | (0.10 | ) | $ | (0.00 | ) | ||
| Weighted average shares outstanding | 391,449 | 391,449 | ||||||
The accompanying notes are an integral part of the financial statements.
F-2
American Life Holding Company, Inc.
Statement of Changes in Stockholders' Equity
For the Three Months Ended March 31, 2011 and 2010
(unaudited)
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance January 1, 2010 | 391,449 | $ | 392 | $ | 3,082,809 | $ | (3,127,706 | ) | $ | (44,505 | ) | |||||||||
| Net loss 3 months ending March 31, 2011 | - | - | - | (38,476 | ) | (38,476 | ) | |||||||||||||
| Balance March 31, 2011 | 391,449 | $ | 392 | $ | 3,082,809 | $ | (3,166,182 | ) | (82,981 | ) | ||||||||||
The accompanying notes are an integral part of the financial statements.
F-3
American Life Holding Company, Inc.
Statements of Cash Flows
For the Three Months Ended March 31, 2011 and 2010
(both unaudited)
| March 31, | ||||||||
| 2011 | 2010 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (38,476 | ) | $ | (650 | ) | ||
| Increase (decrease) in: | ||||||||
| Accounts payable and accrued expenses | 28,776 | 650 | ||||||
| Net cash used by operating activities | (9,700 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from shareholder loan | 9,700 | |||||||
| Net cash provided by financing activities | 9,700 | - | ||||||
| Increase (decrease) in cash and cash equivalents | - | - | ||||||
| Cash and cash equivalents, beginning of the period | 159 | - | ||||||
| Cash and cash equivalents at March 31 | $ | 159 | $ | - | ||||
The accompanying notes are an integral part of the financial statements.
F-4
American Life Holding Company, Inc.
Notes to Financial Statements
March 31, 2011 and 2010 (Both unaudited)
NOTE 1 – BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management all adjustments considered necessary for a fair presentation have been included. As a result of the discontinuation and dissolution of the Company’s subsidiary, the Company currently has no operations and is considered a “shell company” under Federal securities laws. The company intends to acquire assets or shares of an entity actively engaged in a business generating revenues in exchange for the Company’s securities.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers cash on hand, deposits in banks, certificates of deposit and investments with original maturities of three months or less to be cash and cash equivalents.
Income Taxes
The Company accounts for income taxes under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Income Per Share
Basic EPS is calculated as income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the “if converted” method for convertible securities and the “treasury stock” method for options and warrants. For the three months ended March 31, 2011 and 2010 all securities convertible into common shares were anti-dilutive.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet identified ongoing operations and is considered a “shell” company. The lack of cash, losses, negative working capital, and shareholders deficit raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, capital resources. Management plans to identify an industry in which to invest and begin operating within this “shell” company. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually obtain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
F-5
NOTE 3 – NEW ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the company’s results of operations, financial position, or cash flow.
NOTE 4 – STATEMENT OF CASH FLOWS SUPPLEMENTARY DISCLOSURE
No interest was paid during the three months ended March 31, 2011 and 2010. No income taxes were paid in any period presented.
NOTE 5 – DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of financial instrument for which it is practicable to estimate value. Cash is carried at cost, which is a reasonable estimate of fair value.
NOTE 6 – INCOME TAXES
Income tax benefit (expense) attributable to income (loss) before income taxes differed from the amounts computed by applying the United States of America federal tax rate of 34% to income (loss) before income taxes as a result of the following:
| 2011 | 2010 | |||||||
| Computed expected income tax benefit | $ | 13,081 | $ | 221 | ||||
| Valuation allowance | (13,081 | ) | ( 221 | ) | ||||
| $ | - | $ | - | |||||
Deferred taxes are determined between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.
Management continuously estimates the realizability of its deferred tax assets based on its assessment of the sufficiency of future revenue streams. Due to the “shell” status of the Company, future revenue streams are uncertain. Additionally, the IRS imposes limitations on the use of loss carry forwards if the Company incurs a change in control.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three months ended March 31, 2011 and 2010, or during the prior three years applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet.
NOTE 7 – NOTES PAYABLE
During the period from April 18, 2010 to August 24, 2010, the Company either received cash or had expenses paid on its behalf by an unrelated third party investor in the amount of $30,333. The notes payable are due on demand and bear interest at the rate of 18% per year.
NOTE 8 – DUE TO STOCKHOLDER
This represents an advance by the majority stockholder to pay for certain professional fees and administrative expenses on behalf of the Company.
F-6
NOTE 9 – STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists of 100,000,000 shares of common stock, $.001 par value per share, of which 391,449 shares are issued and outstanding and 5,000,000 shares of preferred stock, par value $.001 per share, of which no shares are designated.
The Company has outstanding warrants to employees and non-employees allowing the purchase of stock at a price of $10.00 per share. None of the 49,500 non-employee warrants in 2010 or the 49,500 non-employee warrants in 2009, all of whose exercise price exceeded market value as of the date of the grant, have been exercised.
Information regarding the warrants for the three months ended March 31, 2011 and 2010 is as follows:
| 2011 | 2010 | |||||||||||||||
| Weighted Average | Weighted Average | |||||||||||||||
| Shares | Exercise Price | Shares | Exercise Price | |||||||||||||
| Options/warrants outstanding, beginning of year | 49,500 | $ | 10.00 | 49,500 | $ | 10.00 | ||||||||||
| Options/warrants cancelled | n/a | n/a | ||||||||||||||
| Options/warrants exercised | - | n/a | - | n/a | ||||||||||||
| Options/warrants granted | - | n/a | - | n/a | ||||||||||||
| Options/warrants outstanding, March 31 | 49,500 | $ | 10.00 | 49,500 | $ | 10.00 | ||||||||||
| Options/warrants exercisable, March 31 | 49,500 | $ | 10.00 | 49,500 | $ | 10.00 | ||||||||||
| 2011 | 2010 | |||||||||||||||
| Option/warrant price range, March 31 | $ | 10.00 | $ | 10.00 | ||||||||||||
| Option/warrant price range, exercised shares | n/a | n/a | ||||||||||||||
| Options/warrants available for grant at end of year | - | - | ||||||||||||||
| Weighted average fair value of options /warrants granted during the year | n/a | n/a | ||||||||||||||
NOTE 10 – SUBSEQUENT EVENTS
Management has evaluated events and transactions subsequent to the balance sheet date through the date of this filing for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure.
F-7
As used in this quarterly report, the terms "we", "us" and "our" mean American Life Holding Company, Inc., unless otherwise indicated.
Forward Looking Statements
Certain statements in this quarterly report contain forward-looking statements. These statements, identified by words such as “could”, “may”, “will”, “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, and U.S. and global competition. Most of these factors are difficult to predict accurately and are generally beyond our control.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto, and the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”). Except for our ongoing obligations to disclose material information under applicable securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
All dollar amounts in this quarterly report refer to U.S. dollars unless otherwise indicated.
Business Overview
Historically and through the fourth quarter of the fiscal year ended December 31, 2007, our operations consisted of those of our dissolved former subsidiary, The American LAC, Inc. (“American LAC”), an Arizona corporation. On September 10, 2008 we dissolved American LAC, and we are now considered a "shell company" under applicable securities laws. We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for our securities.
We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. However, our intention is to engage in the development of mineral resources in an undefined geographic area.
At the moment, we have nominal assets and limited financial resources and our management anticipates that we may only be able to participate in one potential business venture. This lack of diversification should be considered a substantial risk because it will not permit us to offset potential losses from one venture against gains from another.
We may seek a business opportunity with entities which have only recently commenced operations, or which wish to use the public marketplace in order to raise additional capital to expand its business into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believes that there are numerous firms seeking the perceived benefits of a publicly registered company. These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity for all shareholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and the analysis of such business opportunities extremely difficult and complex.
3
The analysis of new business opportunities will be undertaken by, or under the supervision of, Deukgyun Oh, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole director, who is not a professional business analyst. Mr. Oh will be the key person involved in searching, reviewing and negotiating with potential acquisition or combination candidates. We intend to concentrate on identifying preliminary prospective business opportunities through the contacts of our officers, directors and legal counsel or by our shareholders. In analyzing prospective candidates, we will consider such matters as their:
| ● | available technical, financial and managerial resources; |
| ● | working capital and other financial requirements; |
| ● | history of operations, if any; |
| ● | prospects for the future; |
| ● | nature of present and expected competition; |
| ● | quality and experience of management services which may be available and the depth of that management; |
| ● | potential for further research, development or exploration; |
| ● | specific risk factors not now foreseeable but which may be anticipated to impact our proposed activities; |
| ● | potential for growth or expansion; |
| ● | potential for profit; |
| ● | perceived public recognition of acceptance of products, services, or trades; |
| ● | name identification; and |
| ● | other relevant factors. |
We will not restrict our search to any specific kind of company, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such an acquisition. We anticipate that we will incur nominal expenses in implementing our business plan which will be funded from our current working capital, to the extent available, or from borrowings from related parties or others.
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that our present management and shareholders will no longer control us. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders or may sell their stock. Any terms of sale of the shares presently held by our officers and directors will be also afforded to all other shareholders on similar terms and conditions. Any and all such sales will only be made in compliance with applicable securities laws.
We anticipate that any securities issued in any such transaction would be issued in reliance upon one or more exemptions from registration under applicable securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated the acquisition and we are no longer considered a "shell company”. Until such time as this occurs, we will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops.
4
Results of Operations
The following discussion should be read in conjunction with our audited financial statements, including the notes thereto, appearing elsewhere in this quarterly report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Revenues
Since we are considered a “shell company” under applicable securities laws, we did not generate any revenues during the three months ended March 31, 2011 or 2010. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues during the next 12 months is uncertain.
Expenses
During the three months ended March 31, 2011 we incurred total expenses of $38,476, all of which were general and administrative expenses. During the same period in 2010 we incurred total expenses of $650, all of which were also general and administrative expenses. Our general and administrative expenses consisted primarily of fees for audit, legal, transfer agent and edgarization services, all of which are associated with our reporting requirements under applicable securities laws, and fees associated with our search for a suitable candidate for a business combination.
Net Loss
During the three months ended March 31, 2011 we incurred a net loss of $38,476 and a net loss per share of $0.10. During the three months ended March 31, 2010 we incurred a net loss of $650 and did not experience any net loss per share.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. As of March 31, 2011 we had $159 in cash and total assets, $83,140 in total liabilities, a working capital deficit of $82,981 and an accumulated deficit of $3,166,182.
During the three months ended March 31, 2011 we spent $9,700 on operating activities and our accounts payable and accrued expenses increased by $28,776. During the three months ended March 31, 2010 we spent $650 on operating activities and our accounts payable and accrued interest increased by an identical amount. The majority of our spending on operating activities during these years was attributable to our net loss for the periods.
We did not incur any expenditures on investing activities during the three months ended March 31, 2011 or 2010.
During the three months ended March 31, 2011 we received $9,700 from financing activities, all of which was in the form of shareholder loans. We did not engage in any financing activities during the three months ended March 31, 2010.
Our cash did not change during the three months ended March 31, 2011.
Our plans for the next 12 months are uncertain due to our current financial condition. However, based on our expenses for the past two fiscal years we anticipate that we will spend approximately $40,000 on general and administrative expenses. Our general and administrative expenses for the year will consist primarily fees for audit, legal, transfer agent and edgarization services, all of which are associated with our reporting requirements under applicable securities laws, and fees associated with our search for a suitable candidate for a business combination.
We intend to raise the balance of our cash requirements for the next 12 months from private placements, loans from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us. In the absence of such financing, we may not be able to complete a business acquisition and we may be forced to cease our limited operations.
We also hope to obtain financing as part of any business acquisition agreement that we may ultimately negotiate. However, there is no guarantee that we will enter into a definitive acquisition agreement, and if we successfully complete an acquisition our capital requirements and business plans may change substantially.
5
Going Concern
Our financial statements for the three months ended March 31, 2011 have been prepared on a going concern basis and contain an explanatory paragraph in Note 2 of the notes to our financial statements which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our ability to continue as a going concern is dependent on our ability to identify and close a business combination with an operating entity. We have not yet identified any such opportunities, and we cannot assure you that we will be able to identify any appropriate business opportunities, or, if identified, that we will be able to close a transaction which is beneficial to our shareholders. In addition, it is possible that if we enter into a business combination the structure of the transaction will not require the approval of our shareholders, and our shareholders may be forced to rely entirely upon the judgment of our management in structuring a transaction which provides some benefit to them.
We have not generated any revenues, have incurred net losses and have relied on shareholder advances to fund our operations during our two most recent fiscal years. We may not generate any revenues even if we successfully locate a suitable candidate for a business combination and complete the acquisition of its assets or shares in exchange for our securities.
If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Not applicable.
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events.
Based on his evaluation as of the end of the period covered by this quarterly report, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control
There we no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
6
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Not applicable.
None.
None.
None.
| Exhibit Number | Exhibit Description |
7
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.
| Date: May 17, 2011 | American Life Holding Company, Inc. | |
| By: | /s/ Deukgyun Oh | |
| Deukgyun Oh | ||
| President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director | ||
8