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, 2009


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

For the transition period from

to

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 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 (or for such shorter period that the registrant was required to submit and post such files).

Yes  [  ]

No  [X] Not required


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

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

Smaller reporting company

[X]




1




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

Yes    [X]     No  [  ]


(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 23, 2009:  Common Stock 101,950,000   shares

                                             DOCUMENTS INCORPORATED BY REFERENCE


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





2





Fountain Healthy Aging, Inc.

(formerly Immureboost, Inc.)

TABLE OF CONTENTS


PART I.     FINANCIAL INFORMATION

PAGE

Item 1.  Financial Statements (unaudited):


Balance Sheets

6


Statements of Operations

7



Statements of Cash Flows

8



Notes to Financial Statements (unaudited)

9-13


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

14


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

  15


Item 4T. Controls and Procedures

15


PART II.     OTHER INFORMATION


Item 5.   Exhibits

16

Signatures

17





3




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, 2008, included in a Form10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2009. 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 nine months ended September 30, 2009, are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2009.



4




   

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

(A Development Stage Company)

 

Unaudited Financial Statements

 

For the Three and Nine Months Ended September 30, 2009 and 2008,

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

through September 30, 2009



5




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

 (A Development Stage Company)

Balance Sheets


 

 

 

September 30 

 

December 31

 

 

 

2009

 

2008

 

(unaudited)

 

 

Assets

 

 

 

Current assets

 

 

.

 

Cash

$                      22

 

$                         -

 

 

Total current assets

22

 

-

Fixed assets

 

 

 

 

Office and computer equipment

4,222

 

4,222

 

Less accumulated depreciation

 (4222)

 

 (4,199)

 

 

Net fixed assets

-

 

23

 

Total assets

 $                      22

 

$                      23

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

Current liabilities

 

 

 

 

Accounts payable

$              49,125

 

$              18,460

 

Due to officer  (Note 2)

2,564

 

-

 

Accrued interest – notes payable (Note 6)

11,571

 

7,267

 

Accrued interest – related party (Note 6)

776

 

173

 

Short-term loans (Note 6)

64,494

 

64,494

 

Notes payable – related party (Notes 2 & 6)

18,950

 

18,950

 

Note payable – timeshare, current portion (Note 6)

-

 

 3,840

 

 

Total current liabilities

147,480

 

113,184

Long-term liabilities

 

 

 

 

Note payable – timeshare, less current portion (Note 6)

-

 

17,598

 

 

Total long-term liabilities

-

 

17,598

 

Total liabilities

147,480

 

130,782

 

 

 

 

 

 

Stockholders' deficit (Note 4):

 

 

 

 

Common stock; $.001 par value, 1,000,000,000 shares

 

 

 

 

     authorized, 101,950,000 and 101,850,000 shares issued

 

 

 

 

     and outstanding Sept. 30, 2009 and Dec. 31, 2008, resp.

101,950

 

101,850

 

Additional paid-in capital

626,256

 

601,356

 

Deficit accumulated during development stage

 (875,664)

 

(833,965)

 

 

Total stockholders' deficit

(147,458)

 

(130,759)

 

Total liabilities and stockholders' deficit

 $                      22

 

$                      23


See accompanying notes to financial statements.



6




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

 (A Development Stage Company)

Statements of Operations

(unaudited)

 

 

 

 

 

 

 

 

 

February 25, 2004

 

Three months ended

 

Nine months ended

 

(Inception) to

September 30,

September 30,

 

September 30,

 

2009

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

Revenues

$              -

 

$                     -

 

$              -

 

$                      -

 

$               4,000

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

General and administrative expenses

37,751

 

8,741

 

58,330

 

342,919

 

881,298 

 

 

 

 

 

 

 

 

 

 

Net loss from operations

(37,751)

 

(8,741)

 

(58,330)

 

(342,919)

 

 (877,298)

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

 

Interest expense

(1,636)

 

(2,643)

 

(4,907)

 

(7,800)

 

(28,168)

Impairment of intangible asset

-

 

-

 

-

 

-

 

(32,200)

Exchange gain

100

 

-

 

100

 

-

 

100

Gain on timeshare foreclosure

-

 

-

 

21,438

 

-

 

 21,438

Gain on disposal of assets

-

 

 

 

-

 

 

 

40,464

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

(1,536)

 

(2,643)

 

16,631

 

(7,800)

 

 1,634

 

 

 

 

 

 

 

 

 

 

Net loss and deficit accumulated during development stage

$  (39,287)

 

$         (11,384)

 

$  (41,699)

 

$        (350,719)

 

 $       (875,664)

 

 

 

 

 

 

 

 

 

 

Net loss per share

$      (0.00)

 

$             (0.00)

 

$      (0.00)

 

$              (0.01)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

   outstanding, basic and diluted

101,950000

 

50,925,000

 

101,862,500

 

50,925,000

 

 


See accompanying notes to financial statements.



7




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

 (A Development Stage Company)

Statements of Cash Flows

(unaudited)

   

 

 

 

 

 

 

February 25, 2004

 

 

 

 

 

 

 

(Inception) to

 

 

 

Nine Months Ended September 30,

 

September 30,

 

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Net loss

$          (41,699)

 

$          (350,719)

 

$            (875,664)

 

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

  used in operations:

 

 

 

 

 

 

 

       Depreciation

23

 

35

 

4,222

 

 

       Gain on disposal of assets

-

 

-

 

(40,464)

 

 

       Stock issued for services

-

 

-

 

500

 

 

       Impairment of intangible asset

-

 

-

 

32,200

 

 

       Gain on timeshare foreclosure

(21,438)

 

 

 

(21,438)

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

       Decrease in accounts receivable

-

 

4,216

 

-

 

 

       Decrease  in prepaid expense

-

 

525

 

-

 

 

       Increase (decrease)  in accounts payable

30,665

 

(9,309)

 

90,490

 

 

       Increase in accrued compensation – officer

-

 

309,043

 

594,153

 

 

       Increase in due to officer

2,564

 

-

 

2,564

 

 

       Increase in accrued interest – notes payable

4,304

 

4,633

 

11,571

 

 

       Increase in accrued interest – related party

603

 

1,280

 

1,629

 

Net cash used in operating activities

(24,978)

 

(40,296)

 

(200,237)

Investing activities

 

 

 

 

 

 

 

Purchase of fixed assets

-

 

-

 

(4,222)

 

Net cash used in investing activities

-

 

-

 

(4,222)

Financing activities

 

 

 

 

 

 

 

Issuance of stock for cash

25,000

 

-

 

100,400

 

 

Proceeds from short-term loans

-

 

34,900

 

65,737

 

 

Proceeds from notes payable – related party

-

 

-

 

50,950

 

 

Principal payments on note payable

-

 

(1,864)

 

(12,606)

 

Net cash provided by financing activities

25,000

 

33,036

 

204,481

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

22

 

(7,260)

 

22

 

 

Cash at beginning of period

-

 

7,473

 

-

 

 

Cash at end of period

$                     22

 

$                213

 

$                      22

Supplemental disclosures:

 

 

 

 

 

 

Interest paid for in cash

$                       -

 

$             3,272

 

$                11,565

 

Income taxes paid for in cash

$                        -

 

$                      -

 

$                          -

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Purchase of investment property with note payable

$                        -

 

$                     -

 

$                30,104

 

 

Forgiveness of debt – related party

$                        -

 

$                     -

 

$                     300

See accompanying notes to financial statements.



8




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

 (A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Three and Nine Months Ended September 30, 2009,

and the Period of February 25, 2004 (Inception) through September 30, 2009


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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 (SFAS No. 7).  The Company has elected a fiscal year end of December 31.

Business Description

FOUNTAIN HEALTHY AGING, INC. is a Nevada corporation originally organized on February 25, 2004 to acquire timeshares and like entities and facilitate rentals and sales of the entities and travel packages via its full-service travel website.    On July 17, 2006, the Board of Directors voted to change the name of the Company to eSavingStore.com, Inc.  On June 5, 2007, the Board of Directors voted to change the name of the Company to Immureboost, Inc.  On August 18, 2007, the Company entered into an asset purchase agreement with Immureboost Inc., a Thailand company, with the intention to purchase intellectual property to develop products that affect the human body’s immune system.  No assets were ever acquired or stock issued as a result of this agreement, which was terminated.  


On August 27, 2008, the Company changed its name to Fountain Healthy Ageing, Inc.  On September 16, 2008, the Company changed the spelling to Fountain Healthy Aging, Inc. The Company has established a relationship with Natural Planet USA LLC, a California LLC (“Natural Planet”), under which the Company had acquired rights to distribute a number of anti-aging products developed by Natural Planet.  The Company is in the process of developing its business as a pioneering, science-based company that licenses and distributes effective, natural, and safe products that slow and delay the aging process and improve the symptoms associated with aging.  

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 ASC Topic No. 740 (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 $306,000 arising as a result of net operating loss carryforwards totaling $875,664 have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.   The valuation allowance increased by approximately $14,600 and $122,800 during the Nine Months Ended September 30, 2009 and 2008, 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.








9




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

 (A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Three and Nine Months Ended September 30, 2009,

and the Period of February 25, 2004 (Inception) to September 30, 2009


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

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 Three Months or less to be cash equivalents. The Company had $22 and $- in cash at September 30, 2009 and December 31, 2008, 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, 2009.

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, 2009.  


The Company has established a relationship with Natural Planet USA LLC, a California LLC (“Natural Planet”), under which the Company had acquired rights to distribute a number of anti-aging products developed by Natural Planet.  The Company is in the process of developing its business as a pioneering, science-based company that licenses and distributes effective, natural, and safe products that slow and delay the aging process and improve the symptoms associated with aging.  As such, the Company is evaluating its revenue-generating opportunities and will establish a revenue recognition policy once these opportunities have been determined.

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, office space and services have been provided without charge by the Company's CEO. Such costs are not significant to the financial statements and have not been reflected therein.







10




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

 (A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Nine Months Ended September 30, 2009

2.  Related Party Transactions (continued)

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, 2008, the Former Officer forgave the amounts owed to him.  The Company has written off the debt to additional paid-in capital.


On July 6, 2007, the Company entered into an employment agreement with the Officer, whereby the Officer would perform various services for the Company in exchange for annual Officer compensation of 300,000 Euros, plus 100,000 Euros for annual Director's fees.  The compensation was translated from Euros into US dollars using a weighted average exchange rate pro-rated for the period of July 2007 through June 2008, resulting in $156,266 compensation expense for the nine months ended September 30, 2008, and total accrued compensation of $592,873 at September 30, 2008.  The agreement also entitled the Officer to stock options pursuant to a separate agreement, which was never executed.  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. Thus, $592,873 in accrued compensation and $32,000 in notes payable (plus $2,133 in accrued interest) from 2007 were written off to additional paid-in capital during the quarter ended September 30, 2008.


In August 2008, a company affiliated with the Company’s CEO advanced the Company $8,400.  In November and December 2008, the Company’s CEO advanced the Company $10,550.  The notes total $18,950, carry an interest rate of 4.25%, and are due on demand (See Note 6).  


During the quarter ended September 30, 2009, the Company’s CEO incurred $2,564 in reimbursable expenses incurred in the Company’s behalf, on which interest has not been imputed due to its immaterial affect on the financials.

3.  Intangible Asset and Note Payable – Timeshare

Shortly after inception, the Company 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. The timeshare interest was being financed by WVR, but the Company defaulted on its payments during 2008, which compelled WVR to foreclose on the mortgage and revoke the timeshare interest.  In light of the Company’s new business direction, the Company had been 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 2008.   Upon foreclosure in March 31, 2009, the loan had a carrying value of $21,438, which has been included in other income on the statement of operations.

4.  Stockholders' Deficit

The Board of Directors authorized a 30:1 forward stock split on July 1, 2006, a 2:1 reverse stock split on June 12, 2007, and a 2:1 forward split on December 22, 2009.  These footnotes and the accompanying financial statements have been retroactively restated to include the effects of the splits.  The following transactions comprise the 101,950,000 and 101,850,000 shares of common stock issued and outstanding at September 30, 2009 and December 31, 2008, respectively.

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

27,000,000

$

.0000335

$

900

28,500,000

.000335

9,500

30,000,000

.001

30,000

11,400,000

.00165

19,000

4,800,000

.00335

16,000

101,700,000

$

75,400



11





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

 (A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Three and Nine Months Ended September 30, 2009,

and the Period of February 25, 2004 (Inception) to September 30, 2009


4.  Stockholders' Equity (continued)

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 150,000 shares of common stock at $.00335 per share to its transfer agent for $500 in services.


On July 4 and July 14, 2009, the Company issued to two unaffiliated investors, 100,000 total shares of common stock at $.25 per share for $25,000 in cash.


5.  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, 2009, the Company has a working capital deficit of $147,480 and an accumulated deficit of $875,664.  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.


6.

Notes Payable

 

Principal balance

 

September 30

 

December 31,

 

2009

 

2008

Note Payable –Ttimeshare:

 

 

 

Wyndham Vacation Resorts (WVR) (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 $0 and $683 for the three months ended March 31, 2009 and 2008, respectively, with no accrued interest at March 31, 2009 or December 31, 2008.  During the current quarter, WVR repossessed the timeshare and voided the contract.

$                   -

 

$         21,438

 

 

 

 

Notes Payable

 

 

 

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 $1,811 and $2,199 for the nine months ended September 30, 2009 and 2008, respectively.  Accrued interest of $6,137 and $4,326 at September 30, 2009 and December 31, 2008, respectively.  

        22,994

 

             22,994

 

 

 

 

Independent investor for $15,000 – November 2007 inception, due on demand, 8% annual interest, unsecured.  Interest expense of $903 and $900 for the nine months ended September 30, 2009 and 2008, respectively.  Accrued interest of $2,254 and $1,351 at September 30, 2009 and December 31, 2008, respectively.  

15,000

 

15,000


 

 

 



12






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

 (A Development Stage Company)

Notes to Financial Statements (unaudited)

For the Three and Nine Months Ended September 30, 2009,

and the Period of February 25, 2004 (Inception) to September 30, 2009


7.

Notes Payable (continued)

 

 

 

Independent investors for $26,500 – April 2008, due on demand, 8% annual interest, unsecured.  Interest expense of $1,590 and $1,060 for the nine months ended September 30, 2009 and 2008, respectively.  Accrued interest of $3,180 and $1,590 at September 30, 2009 and December 31, 2008, respectively.  

26,500

 

26,500

     Total Notes Payable

64,494

 

64,494

 

 

 

 

Notes Payable – Related Parties:

 

 

 

Company affiliate – August 2008, due on demand, 4.25% annual interest, unsecured.  Interest expense of $267 for the nine months ended September 30, 2009.  Accrued interest of $404 and $137 at September 30, 2009 and December 31, 2008, respectively.  

8,400

 

8,400

 

 

 

 

Company Officer – November and December 2008, due on demand, 4.25% annual interest, unsecured.  Interest expense of $336 and $36 for the nine months ended September 30, 2009.  Accrued interest of $372 and $36 at September 30, 2009 and December 31, 2008, respectively.  

10,550

 

10,550

     Total Notes Payable – Related Parties

18,950

 

18,950

 

 

 

 

Total notes payable

       83,444     

 

104,882

Less current portion

83,444

 

87,284

Total notes payable – long-term

$                   -

 

$         17,598





 



13




 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.  No assets were ever acquired or stock issued as a result of this agreement, which was declared terminated on or about August 19, 2008

During the final quarter of 2008, the Company established a relationship with Natural Planet USA, Inc. (formerly Natural Planet USA), a California corporation (“Natural Planet”), under which the Company will acquire rights to distribute a number of anti-aging products developed by Natural Planet.  The Company is in the process of developing its business as a pioneering, science-based company that licenses and distributes effective, natural and safe products that slow and delay the aging process and improve the symptoms associated with aging.

On September 14, 2009, the Company entered into an agreement to acquire the entire outstanding stock of Natural Planet on a date to be agreed between the Company and the shareholders of Natural Planet.  As at September 30, 2009, this acquisition had not been completed.  The acquisition will be completed upon the payment of the purchase price by the Company to the shareholders of Natural Planet.

In June of 2004, the Company 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. The purchase price of $33,100 was being financed by WVR at 10.99% annual interest on a ten-year loan. The maintenance at the WVR facilities are the responsibility of WVR, however, the Company had previously paid a monthly fee to WVR for this service. The Company was unable to maintain the loan and maintenance payments and was unsuccessful in its attempts to sell this interest.  During the first quarter of 2009, WVR foreclosed on the loan and reclaimed the timeshare interest.  


RESULTS OF OPERATIONS

The Company has generated $4,000 in revenues since inception, and has an accumulated deficit of $875,664.  During the three months ended September 30, 2009 and 2008, we incurred $37,751 and $8,741 in operating expenses and during the nine months ended September 30, 2009 and 2008, we incurred $58,330 and $342,919 in operating expenses. The decrease in operating expenses was due to the departure of Mr. Steven Burke, a former officer with whom the Company had a compensation arrangement resulting approximately $590,000 in compensation expense during the term of the arrangement of July 2007 through June 2008.  At September 30, 2009, we had current assets of $22 and current liabilities of $147,480.






14




LIQUIDITY.

During the next 12 months, the Company will need significant working capital to fund its research efforts and meet its current debt obligations. 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 by smaller reporting companies.


Item 4T.

Controls and Procedures


Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate this risk.


As of September 30, 2009, management assessed the effectiveness of our internal control over financial reporting.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  The determination of ineffective internal control is based upon the lack of separation of duties. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.


Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Paul Hunston, we 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 Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


Officers’ Certifications


Appearing as exhibits to this quarterly report are “Certifications” of our Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Quarterly Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.


Changes in Internal Control Over Financial Reporting


There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



15





PART II - OTHER INFORMATION

         


Item 5.

Exhibits.


The following exhibits are filed herewith:

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.







16




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

Paul Hunston

  

CFO, CEO Director

 

November 23, 2009




17

 


CERTIFICATIONS


I, Paul Hunston, certify that:


1.

I have reviewed this quarterly report of Fountain Healthy Aging, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(3)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.

The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: November 23, 2009


/s/ Paul Hunston

Paul Hunston

Chief Executive Officer

Chief Financial Officer






CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Fountain Healthy Aging, Inc (the "Company") on Form 10-Q for the period ending September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul Hunston, Chief Financial Officer and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date November 23, 2009



/s/ Paul Hunston

Name: Paul Hunston

Title: Chief Financial Officer

Chief Executive Officer