UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-K/A-2
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2008
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Commission
file number 000-50068
HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation or organization)
4233
E. Magnolia Avenue
Phoenix,
AZ 85034
(Address
of principal executive offices, including zip code.)
(602)
561-9177
(Registrant's
telephone number, including area code)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
[ ] Yes [ X
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No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:
[ ] Yes [ X
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No
Indicate
by check mark whether the registrant(1) has filed all reports required 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 day.
[ X ]
Yes [ ] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy if information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
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 if the
Exchange Act.
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Large
Accelerated filer
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[ ]
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Accelerated
filer
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Non-accelerated
filer
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[ ]
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Smaller
reporting company [ X ]
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(Do
not check if a smaller reporting
company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
[ X ]
Yes [ ] No
The
aggregate market value of the voting common stock held by non-affiliates
(15,520,533 shares of voting common stock) as of the most recently completed
second fiscal quarter, computed at the par value of the stock of $0.001 was
$15,521
assuming
solely for the purposes of this calculation that the directors and executive
officers of the issuer are “affiliates
”.
This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
On
February 4, 2009, the Registrant had 15,520,533 outstanding common shares of
voting common stock.
DOCUMENTS
INCORPORATED BY REFERENCE
Exhibits
incorporated by reference are referred to under Part IV.
EXPLANATORY
NOTE
This Amendment No. 2 on Form 10-K is
being filed in response to certain comments made by the staff of the SEC in a
facsimile dated August 17, 2009. In response to such comments, we
have further amended Item 9A – Controls and Procedures to modify our disclosures
to disclose management’s revised conclusion on the effectiveness of our
disclosure controls and procedures.
Except as described above, the
remainder of the Form 10-K is unchanged and does not reflect events occurring
after the original filing of the Form 10-K with the SEC on March 6,
2009.
PART
II
ITEM
9A. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the supervision and with the
participation of our management, including the Principal Executive Officer and
Principal Financial Officer, we have evaluated the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of the end of the period covered by this report. Based on that evaluation, the
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures are not effective since the following
material weaknesses exist:
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(i)
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The
Company’s management is relying on external consultants for purposes of
preparing its financial reporting package; the Company’s officer may not
be able to identify errors and irregularities in the financial reporting
package before its release as a continuous disclosure
document.
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(ii)
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As
the Company is governed by one officer who is also the only director,
there is an inherent lack of segregation of duties and lack of independent
governing board.
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(iii)
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The
Company does not have standard procedures in place to ensure that the
financial statements agree to the underlying source documents and
accounting records, that all of its transactions are completely reflected
in the financial statements.
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(iv)
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There
are no controls in place to ensure that expenses are recorded when
incurred, as opposed to when invoices are presented by suppliers,
increasing the risk of incomplete expenses and accrued
liabilities.
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Changes
in Disclosure Controls and Procedures
There were no changes in our internal
control over financial reporting during the quarter ended December 31, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Management’s
Report on Internal Control over Financial Reporting
Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.
Our internal control over financial
reporting includes those policies and procedures that
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America, and that receipts
and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2008. In making this assessment, it used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated
Framework
. Based on our assessment, as of December 31, 2008, management
has concluded that the Company’s internal controls over financial reporting were
not operating effectively. Management has identified the following deficiencies,
that only when aggregated, may possibly be viewed as a material weakness in our
internal control over financial reporting as of December 31, 2008 and it is
clarified that management did not identify any material weaknesses in its
internal control over financial reporting:
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1.
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We
do not have an Audit Committee – While not being legally obligated to have
an audit committee, it is the management’s view that such a committee,
including a financial expert member, is an utmost important entity level
control over our financial statements. To date we have not
established an audit committee.
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2.
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Insufficient
documentation of financial statement preparation and review procedures -
We employ policies and procedures in reconciliation of the financial
statements and the financial information based on which the financial
statements are prepared, however, the controls and policies we employ are
not sufficiently documented.
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3.
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We
did not maintain proper segregation of duties for the preparation of our
financial statements – As of December 31, 2008 the majority of the
preparation of financial statements was carried out by one
person. Additionally, we currently only have one
officer/director having oversight on all transactions. This has resulted
in several deficiencies including:
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a.
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Significant,
non-standard journal entries were prepared and approved by the same
person, without being checked or approved by any other
personnel.
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b.
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Lack
of control over preparation of financial statements, and proper
application of accounting policies.
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4.
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We
lack sufficient information technology controls and procedures – As of
December 31, 2008, we lacked a proper data back up procedure, and while
backup did take place in actuality, we believe that it was not regulated
by methodical and consistent activities and
monitoring.
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Continuing
Remediation Efforts to Address Deficiencies in the Company’s Internal Control
Over Financial Reporting
Once the Company is engaged in a
business of merit and has sufficient personnel available, then our Board of
Directors, in connection with the aforementioned deficiencies, will implement
the following remediation measures:
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1.
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Our
Board of Directors will nominate an audit committee and audit committee
financial expert.
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2.
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We
will appoint additional personnel to assist with the preparation of our
financial statements; which will allow for proper segregation of duties,
as well as additional manpower for proper
documentation.
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3.
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We
will engage in a thorough review and restatement of our information
technology
control
procedures, in addition to procurement of all hardware and software that
will enable us to maintain proper backups, access, control
etc.
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This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. We are not required to provide an
attestation report by our registered public accounting firm pursuant to the
rules of the Securities and Exchange Commission.
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ITEM
15.
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EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
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Incorporated
by reference
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Exhibit
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Document
Description
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Form
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Date
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Number
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Filed
herewith
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14.1
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Code
of Ethics
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10-KSB
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March
30, 2005
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14.1
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31.1
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Certification
of Principal Executive Officer and Principal
Financial
Officer pursuant to 15d-15(e), promulgated
under
the Securities and Exchange Act of 1934, as
amended
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X
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32.1
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Certification
pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002 (Chief Executive Office and Chief Financial
Officer)
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X
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SIGNATURES
In accordance with Section 13 or 15 (d)
of the Exchange Act, the registrant caused this amended report to be signed on
behalf by the undersigned, thereto duly authorized on this 20
th
day of
August, 2009.
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HEALTH
ANTI-AGING LIFESTYLE OPTIONS, INC.
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BY:
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DAVID
ALLEY
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David
Alley, President, Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, Secretary, Treasurer and a member
of the Board of Directors.
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EXHIBIT
INDEX
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Incorporated
by reference
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Exhibit
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Document
Description
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Form
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Date
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Number
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Filed
herewith
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14.1
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Code
of Ethics
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10-KSB
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March
30, 2005
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14.1
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31.1
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Certification
of Principal Executive Officer and Principal
Financial
Officer pursuant to 15d-15(e), promulgated
under
the Securities and Exchange Act of 1934, as
amended
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X
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32.1
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Certification
pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002 (Chief Executive Office and Chief Financial
Officer)
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X
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Previsto (CE) (USOTC:HLOI)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Previsto (CE) (USOTC:HLOI)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
