0001021432-13-000285.txt : 20131114
0001021432-13-000285.hdr.sgml : 20131114
20131114171020
ACCESSION NUMBER: 0001021432-13-000285
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20130930
FILED AS OF DATE: 20131114
DATE AS OF CHANGE: 20131114
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WHOLELIFE COMPANIES, INC.
CENTRAL INDEX KEY: 0001579549
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 463462046
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54980
FILM NUMBER: 131221357
BUSINESS ADDRESS:
STREET 1: 820 N.E, 63RD STREET
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73105
BUSINESS PHONE: 405-607-4256
MAIL ADDRESS:
STREET 1: 820 N.E, 63RD STREET
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73105
FORMER COMPANY:
FORMER CONFORMED NAME: WHOLELIFE COMMUNITIES, INC.
DATE OF NAME CHANGE: 20131009
FORMER COMPANY:
FORMER CONFORMED NAME: Glenwalk Acquisition Corp
DATE OF NAME CHANGE: 20130618
10-Q
1
glenwalk093013q.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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, 2013
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 000-54980
WHOLELIFE COMPANIES,INC.
(Exact name of registrant as specified in its charter)
GLENWALK ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)
Delaware 46-3462046
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
820 N.E. 63rd Street
Oklahoma City, Oklahoma 73105
(Address of principal executive offices) (zip code)
405-607-4256
(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
October 15, 2013
Common Stock, par value $0.0001 1,500,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2013 (unaudited)
and May 15, 2013 2
Consensed Statements of Operations for the three months ended
September 30, 2013 and from May 1, 2013 (Inception) to September
30, 2013 (unaudited). 3
Condensed Statement of Cash Flows for the Period from May 1,
2013 (Inception) to September 30, 2013 (unaudited) 4
Notes to Financial Statements (unaudited) 5-8
______________________________________________________________________
Wholelife Companies, Inc.
(Formerly Glenwalk Acquisition Corporation)
(A Development Stage Company)
Condensed Balance Sheets
ASSETS
September 30,2013 May 15, 2013
------------ ------------
(unaudited)
Current Assets
Cash $ 2,000 $ 2,000
------------ -----------
Total assets $ 2,000 $ 2,000
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
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; 20,000,000 shares issued
and outstanding 2,000 2,000
Additional paid-in capital 193 193
Deficit accumulated during the
development stage (1,343) (593)
------------ -----------
Total Stockholders' Equity 850 1,600
------------ -----------
Total Liabilities and Stockholders'
Equity $ 2,000 $ 2,000
============ ===========
The accompanying notes are an integral part of these condensed financial statements.
2
______________________________________________________________________
Wholelife Companies, Inc.
(Formerly Glenwalk Acquisition Corporation)
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the three For the period from
months ended May 1, 2013
September 30, (Inception) to
2013 September 30, 2013
-------------- -----------------
Revenue $ - $ -
Operating expenses - 1,343
-------------- ------------------
Operating loss - (1,343)
Net loss $ - $ (1,343)
============= ==================
Loss per share -
basic and diluted $ (0.00)
==============
Weighted average shares-
basic and diluted 20,000,000
==============
The accompanying notes are an integral part of these condensed financial statements.
3
______________________________________________________________________
Wholelife Companies, Inc.
(Formerly Glenwalk Acquisition Corporation)
(A Development Stage Company)
Condensed Statement of Cash Flows
(Unaudited)
For the period from
May 1, 2013
(Inception) to
September 30, 2013
------------------
OPERATING ACTIVITIES
Net loss $ (1,343)
----------------
Change in operating assets and liabilities:
Accrued liabilities 1,150
----------------
Net cash used in operating activities (193)
----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Proceeds from stockholders' contribution 193
----------------
Net cash provided by financing activities 2,193
----------------
Net increase in cash 2,000
Cash, beginning of period -
----------------
Cash, end of period $ 2,000
================
The accompanying notes are an integral part of these condensed financial statements.
4
______________________________________________________________________
Wholelife Companies, Inc.
(Formerly Glenwalk Acquisition Corporation)
(A Development Stage Company)
Notes to Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Glenwalk Acquisition Corporation ("Glenwalk" or "the Company") was
incorporated on May 1, 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 Glenwalk. 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 summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.
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, 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, 2013.
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, 2013, there were no deferred
taxes.
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 reflect 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, 2013, 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.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring 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 carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating losses for the period from May 1 (Inception)
to September 30, 2013. As of September 2013, the Company has an
accumulated deficit of $1,343. 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, and the
commitments the Company has obtained for the purchase of its products
are not sufficient to generate adequate levels of working capital at the
Company's current level of operations. 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
New Accounting Pronouncements Not Yet Adopted
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top
740): Presentation of an Unrecognized Tax Benefit When a Net
Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit
Carryforward Exists. The objective of ASU No. 2013-11 is to provide
guidance on the financial statement presentation of an unrecognized tax
benefit when a net loss carryforward, similar tax loss, or tax credit
carryforward exists. The amendments in this standard is effective for all
entities that have unrecognized tax benefits when a net operating loss
carryforward, a similar tax loss, or a tax credit carryforward exists for
fiscal years, and interim periods beginning after December 15, 2013. We
are evaluating the effect, if any, adoption of ASU No. 2013-11 will have
on our financial statements.
NOTE 4 STOCKHOLDER'S EQUITY
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, 2013,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
In May 7, 2013, the Company issued 20,000,000 common shares to two
directors and officers for an aggregated amount of $2,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
On October 11, 2013, 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; which
resulted in a change in control.
On October 11, 2013, current President, James M. Cassidy and Vice
President, James McKillop resigned; and John B. Lowery was named as
the new officer and director.
On October 17, 2013, the Company changed its name to Wholelife
Communities, Inc.
______________________________________________________________________
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Wholelife Companies, Inc. (formerly Glenwalk Acquisition Corporation)
("Wholelife" or the "Company") was incorporated on May 1, 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.
Since inception Glenwalk has been in the developmental stage
and its operations to date of the period covered by this report have
been limited to issuing shares of common stock, filing a registration
statement on Form 10 on June 21, 2013 with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 as amended
to register its class of common stock and effecting a change in control
subsequent to the period covered by this Report.
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.
The Company anticipates that it will effect a business combination
with a currently operating private company, WholeLife Communities LLC that
has developed the business plan of creating luxury rental living communities
integrating the concepts and practices of a healthy and enriching lifestyle
into the creation of the community. The communities would provide single-level
rental properties designed with the look of fine traditional houses and offer
fitness center, pool, game room,concierge services and other community and
personal services. Healthy living services, such as fitness evaluations,
fitness instructors, wellness consultants, nutritionists, speakers and classes
would also be available. The monthly rental fee would include all the services
and facilities. The private company has begun development of its first
community in Chattanooga, Tennessee.
The Company has not entered into any contract for a business combination
with the private company and if and when such contract is effected, it will
file a Form 8-K.
A business combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the business
combination will be structured 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.
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
As of September 30, 2013 Glenwalk had not generated revenues and had
no income or cash flows from operations since inception. 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, to successfully negotiate a business combination
with a target company.
Tiber Creek Corporation, a shareholder of the Company and a company
controlled by the former president of the Company, paid all expenses incurred
by the Company until the change in control was effected. These expenses were
paid with no expectation of repayment at any time. New management of the
Company has agreed to pay all expenses of the Company until such time as a
business combination is effected.
Subsequent Event
On October 9, 2013, the Company changed its name to Wholelife Communities,
Inc. and on October 17, 2013, the Company changed that name to Wholelife
Companies, Inc. The Company filed Forms 8-K noticing the changes in name.
On October 11, 2013, the following events occurred which resulted in a
change of control of the Company:
1. 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.
2. The then current officers and directors of the Company resigned.
3. John B. Lowery was named as director and president of the Company.
The Company filed a Form 8-K noticing the change in control.
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 then principal executive officer (who was
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
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 21,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,100 as folllows:
On May 7, 2013, Glenwalk issued the following shares of
its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
ABN Bridge Corporation 10,000,000 $1,000
On October 11, 2013, the Company redeemed 19,500,000 of the
then 20,000,000 shares of stock outstanding proportionately from
its then two shareholders resulting in 500,000 remaining outstanding.
On October 12, 2013, the Company issued 1,000,000 shares of
its common stock to John B. Lowery at par for $.0001 per share.
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.
WHOLELIFE COMPANIES, INC.
(formerly Glenwalk Acquisition Corporation)
By: /s/ John B. Lowery
President, Chief Financial Officer
Dated: November 14, 2013
EX-31
2
exh31qwholelifecfoceo930.txt
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I, John B. Lowery, certify that:
1. I have reviewed this Form 10-Q for the period ended
September 30, 2013 of Wholelife Companies, Inc.
(formerly Glenwalk Acquisition Corporation).
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(e)) 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 this 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 evaluations; 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, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or 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 14, 2013 /s/ John B. Lowery
Chief Executive Officer and
Chief Financial Officer
EX-32
3
ex32glenwalkceocfo930.txt
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of Wholelife Companies, Inc.
(formerly Glenwalk Acquisition corporation)
(the "Company"), hereby certify to my knowledge that:
The Report on Form 10-Q for the period ended September 30,
2013 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
/s/ John B. Lowery
Chief Executive Officer
Chief Financial Officer
Date: November 14, 2013