10-Q 1 alife10q013015.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR [ ] 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 000-55064 ALIFE INC. (Exact name of registrant as specified in its charter) Delaware 46-3621581 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 521 Bukit Batok Street 23 #01-01 Singapore 659544 (Address of principal executive offices) (zip code) 65 6659 0028 (Registrant's telephone number, including area code) 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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No 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 Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date. Class Outstanding at December 16, 2014 Common Stock, par value $0.0001 20,500,000 Documents incorporated by reference: None ______________________________________________________________________ FINANCIAL STATEMENTS Condensed Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013 1 Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2014 and for the Period from July 2, 2013 (Inception) to September 30, 2014 (unaudited) 2 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2014 and for the Period from July 2, 2013 (Inception) to September 30, 2014 (unaudited) 3 Notes to Condensed Financial Statements (unaudited) 4-7 ______________________________________________________________________ ALIFE INC. CONDENSED BALANCE SHEETS

ASSETS ~~June~~September 30, December 31, 2014 2013 ------------ ---------- (unaudited) (audited) Current assets Cash $ 2,050 $ 2,000 ------------ ----------- Total assets $ 2,050 $ 2,000 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued liabilities $ 1,150 $ 400 ------------ ----------- Total liabilities 1,150 400 ------------ ----------- Stockholders' equity Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding - - Common stock, $0.0001 par value, 100,000,000 shares authorized; 20,500,000 shares and outstanding 2,050 2,000 Additional paid-in capital ~~257~~2,857 257 Deficit accumulated during the development stage (14,~~407~~007) (657) ------------ ----------- Total stockholders' equity 900 1,600 ------------ ----------- Total liabilities and stockholders' equity $ 2,050 $ 2,000 ============ ===========

The accompanying notes are an integral part of these unaudited condensed financial statements 1 ______________________________________________________________________ ALIFE INC. CONDENSED STATEMENT OF OPERATIONS (unaudited)

For the periods For the three For the ~~six~~nine from July 2, months ended months ended 2013 to ~~June~~September 30, ~~2014~~September ~~June~~ 30, ~~2014~~September ~~June~~ 30, 2014 2014 2013 ------------- ------------- ------------- Revenue $ - $ - $ - Operating expenses -2,600 ~~750 1~~3,~~407~~350 657 Income tax - - - ------------- ------------- ------------- Net loss $ (02,600) $ (~~750~~3.350) (~~1,407~~657) ============= ============= ============= Loss per share - basic and diluted $ (0) $ (0) (0) ============= ============= ============= Weighted average shares- basic and diluted 20,500,000 20,372,000 20,000,000 ============= ============= ============= The accompanying notes are an integral part of these unaudited condensed financial statements

2 ______________________________________________________________________ ALIFE INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF CASH FLOWS (unaudited)

For the period from For the ~~six~~nine July 2, 2013 months ended (Inception) to ~~June~~September 30, 2014 ~~June~~September 30, ~~2014~~2013 ------------- -------------- OPERATING ACTIVITIES Net loss $ (~~750~~3,350) $ (~~1,407~~657) Changes in Operating Assets and Liabilities Accrued liablities 750 ~~1,150~~400 ------------- -------------- Net cash used in operating activities 0(2,600) (257) ------------- -------------- FINANCING ACTIVITIES Redemption of common stock (1,950) ~~(1,950)~~- Proceeds from issuance of common stock 2,000 42,000 Proceeds from stockholders' additional paid-in capital 02,600 257 ------------- -------------- Net cash provided by financing activities 502,650 2,~~307~~257 ------------- -------------- Net increase in cash 50 2,~~050~~000 Cash, beginning of period 2,000 - ============= ============== Cash, end of period $ 2,050 2,~~050~~000 ============= ==============

The accompanying notes are an integral part of these unaudited condensed financial statements 3 ______________________________________________________________________ ALIFE INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Alife Inc. (formerly Hill Run Acquisition Corporation) ("Alife" or "the Company") was incorporated on July 2, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Compamy. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP 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 periods. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2014 and December 31, 2013. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2014 and December 31, 2013. 4 ______________________________________________________________________ ALIFE INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) INCOME TAXES Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2014, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. LOSS PER COMMON SHARE Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2014, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. 5 ______________________________________________________________________ ALIFE INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) NOTE 2 - GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended September 30, 2014. The Company had working capital of $900 and an accumulated deficit of $4,007 as of September 30, 2014. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS Adopted In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. 6 ______________________________________________________________________ ALIFE INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) NOTE 4 STOCKHOLDER'S EQUITY On July 9, 2013, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash. On January 24, 2014, the Company redeemed an aggregate of 19,500,000 shares of common stock from the two directors and officers for an aggregate redemption price of $1,950. On January 24, the Company also issued 20,000,000 shares of common stock to the new and sole director for $2,000. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2014, 20,500,000 shares of common stock and no preferred stock were issued and outstanding. 7 ______________________________________________________________________ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Alife Inc. (formerly Hill Run Acquisition Corporation) (the "Company") was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In addition to a change in control of its management and shareholders, the Company's operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On September 30, 2013, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became automatically effective 60 days thereafter. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K. The Company has no employees. The Company entered into an agreement with Tiber Creek Corporation of which the former president of the Company is the president and controlling shareholder. Tiber Creek Corporation assists companies to become public reporting companies and for the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers. On January 24, 2014, the following events occurred which resulted in a change of control of the Company: The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Neither Messrs. Cassidy nor McKillop retain any shares of the Company's common stock. Devan Nair was named as the sole director of the Company and serves as its Chief Executive Officer. On January 24, 2014 the Company issued 20,000,000 shares of its common stock at par representing 97.6% of the then total outstanding 20,500,000 shares of common stock. The Company has no employees and only one director who also serves as the Company's sole officer. Business The Company was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception. The Company anticipates that it will enter into a business combination with Artificial Life Source PLC ("Alife PLC"), an profitable existing company with global business operations primarily in Asia and Europe. Alife PLC has developed proprietary artificial intelligence technologies providing the ability to work with customers and licensees to create unique conversational artificial intelligence. The core of the technology involves a functional separation of human language processing and mathematical machine thought providing for the deployment of intelligent applications to almost any computing platform or operating systems. Certain of the applications developed applying this new technology include: Cinema interaction allowing the consumer to interact with a movie in real time; Companionship and monitoring capability to persons left alone, whether elderly, children or incapacitated; Remote access to healthcare facilities, healthcare professionals,and pharmacists; Robotic companion that interacts with a person's body movement, facial expressions, singing and speech. No agreements have been executed and if the Registrant makes any acquisitions, mergers or other business combination, it will file a Form 8-K. It is anticipated that such private company will bring with it to such merger key operating business activities and a business plan. As of the date of this Report, no agreements have been executed to effect such a business combination and although the Company anticipates that it will effect such a business combination there is no assurance that such combination will be consummated. If and when the Company chooses to enter into a business combination with such private company or another, it will likely file a registration statement after such business combination is effected. The Company may develop its operations by marketing and internal growth and/or by effecting a business combination with an operating company in the field. The Company anticipates that if it enters such a business combination it would likely take the form of a merger. It is anticipated that such private company will bring with it to such merger key operating business activities and a business plan. As of the date of this Report, no agreements have been executed to effect any business combination. A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. As of September 30, 2014, the Company had not generated revenues and has sustained operating losses during the period ended September 30, 2014. The Company had working capital of $500 and an accumulated deficit of $4,007 as of September 30, 2014. The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for a business combination that would provide a basis of possible operations. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Information not required to be filed by Smaller reporting companies. ITEM 4. Controls and Procedures. Disclosures and Procedures Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report. Changes in Internal Controls Although the Company has effected a change in control, the Company remains, as it was previously, a development stage company under the direct control of its officers. There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II -- OTHER INFORMATION `ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the past three years, the Company has issued common shares pursuant to Section 4(2) of the Securities Act of 1933 as folllows: On July 9, 2013 the Company issued the following shares of its common stock: Name Number of Shares Consideration James Cassidy 10,000,000 $1,000 (9,750,000 redeemed) James McKillop 10,000,000 $1,000 (9,750,000 redeemed) January 24, 2014, The Company issued the following shares of its common stock: Name Number of Shares Consideration Devan Nair 20,000,000 $2,000 ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION (a) Not applicable. (b) Item 407(c)(3) of Regulation S-K: During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. ITEM 6. EXHIBITS (a) Exhibits 31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer 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. ALIFE INC. By: /s/ Devan Nair Chief Executive Officer Chief Financial Officer Dated: December 16, 2014

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