Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R11.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R12.htm
XML - IDEA: XBRL DOCUMENT - ADGS Advisory, Inc.R13.htm
EX-31 - CERTIFICATION - ADGS Advisory, Inc.life_ex31.htm
EX-32 - CERTIFICATION - ADGS Advisory, Inc.life_ex32.htm


UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
FORM 10-K
 
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011
 
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to______

LIFE NUTRITION PRODUCTS, INC.
 (Exact name of registrant as specified in its charter)

 Commission file number: 001-34274

Delaware
State or other jurisdiction of incorporation or organization

42-1743717
(I.R.S. Employer incorporation or organization Identification No.)

Chu Zhanjun
 Chief Executive Officer
 20 Broad Street, 7th Floor
 New York, New York 10005
 (212) 797-7833
 (Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: none

Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.0001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes  x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes   x No

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. x Yes   o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). o  Yes  o No

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o 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
 o Non-accelerated filer  o
Accelerated filer  o Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). x Yes   o No

As of June 30, 2011 the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $0.00 based on the closing market price of the registrant's common stock of $0.00 on that day.

As of April 13, 2011 there were 4,095,000 shares of common stock outstanding with a par value of $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE
 
None
 


 

 
 
Table of Contents
 
Life Nutrition Products, Inc. (LNP, Inc.)
 
      Page  
Part I
     
         
Item 1
Business 
    4  
Item 1A
Risk Factors 
    7  
Item 1 B
Unresolved Staff Comments 
    7  
Item 2
Properties 
    7  
Item 3
Legal Proceedings 
    7  
Item 4
Mine Safety Disclosures
    7  
           
Part II
       
           
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
    8  
Item 6
Selected Financial Data 
    9  
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations 
    9  
Item 7A
Quantitative and Qualitative Disclosure About Market Risks 
    13  
Item 8
Financial Statements and Supplementary Data 
    F-1  
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
    14  
Item 9A
Controls and Procedures 
    14  
Item 9B
Other Information
    15  
           
Part III
       
           
Item 10
Directors, Executive Offices and Corporate Governance
    16  
Item 11
Executive Compensation
       
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters      18  
Item 13 Certain Relationships and Related Transactions and Director Independence     18  
Item 14
Principal Accounting Fees and Services 
    18  
           
Part IV
       
           
Item 15
Exhibits, Financial Statement Schedules
    19  
           
Signatures     20  
 
 
2

 
 
FORWARD LOOKING STATEMENT

This annual filing ending December 31, 2011 contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “expect,” “plans,” “intends,” “anticipate,” “believe,” “estimate” and “continue” or similar words and are intended to identify forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. You should read statements that contain these words carefully because they discuss our future expectations or may contain projections of our future results of operations or of our financial condition or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that the Company is not able to accurately predict or control. Before you invest in the Company’s common stock, you should be aware that the occurrence of the events described as risk factors and elsewhere in this annual filing could have a material adverse effect on our business, operating results and financial condition.
 
 
3

 
 
Part I

Item 1. Business

 The Company

References to “we,” “our,” “our company,” “us,” “the Company,” or “Life Nutrition” refer to Life Nutrition, Inc. and its consolidated subsidiaries. Our executive office is located at 20 Broad Street, 7th Floor, New York, New York 10005 and our phone number is (212) 797-7833.  We do not maintain a Website.

Company Overview

Life Nutrition Products, Inc. (the “Company”, “we”, “us” and “our”) was previously a dietary supplement company specializing in the development, marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3® Appetite Control and Trim For Life3® Energy Formula.

In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we were unable to implement the marketing strategy or invest in product expansion. We are no longer pursuing this business. As a result, we began to explore other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a public company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lend to the Company acquiring additional capital or having the available resources to construct such a deal.

Our common stock is traded in the over-the-counter market under the symbol “LIPN”.  Since January 20, 2009, it has been listed on the OTC Bulletin Board.  As a public company with the potential for shares to trade on the open market, we believe the Company may be in a better position to raise additional capital to meet our operating costs. However, we cannot claim nor guarantee that by having Company stock publicly quoted that it will provide the opportunity to raise additional capital.
 
Our current operating costs are minimal due to limited business activities, but we do incur an expense in ongoing legal and professional services to meet our SEC obligations as a publicly held company. The Company may continue to meet these expenses by opting to raise additional capital through sales of our common stock, loans from our board of directors and affiliates, and/or other transactions to meet these obligations.

On September 7, 2010, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Conqueror Group Limited, a Hong Kong corporation (“Conqueror”) and Acumen Charm Ltd., a British Virgin Islands corporation (the “Conqueror Shareholder”). Pursuant to the Share Exchange Agreement, at the closing of the transaction contemplated in the Share Exchange Agreement (the “Transaction”), the Company will acquire 100% of the issued and outstanding capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company. There was no prior relationship between the Company and any of its affiliates and the Conqueror Shareholder and any of its affiliates.
 
 
4

 
 
Conqueror owns 100% of the equity interest of Shenyang Kai Xin, a wholly-owned foreign enterprise incorporated in the People’s Republic of China (“PRC”), which entity has entered into contractual arrangements with Liaoning New Land Food & Beverage Co., Limited (“NLFB”) and Liaoning New Land Fast Frozen Food Co. Limited (“NLFF”), each a company incorporated in the PRC, which arrangements give Conqueror effective control of the business of NLFB and NLFF.  NLFB is principally engaged in the processing and distribution of raspberry and blueberry drinks, wines and other related products in China, and NLFF is principally engaged in the cultivation, processing and distribution of fresh and frozen raspberries in the domestic market in China and internationally.

In consideration for the purchase of the Conqueror Shareholder’s interest in Conqueror, the Company will issue to designees of the Conqueror Shareholder a total of 23,905,000 newly issued shares of the Company’s common stock.

The closing of the Transaction is conditioned upon, among other things, satisfactory due diligence investigations by the parties, the cancellation of a total of 13,787,800 shares of the Company’s common stock by certain shareholders of the Company, the ability of certain designees of Conqueror to purchase a total of 4,010,000 shares of the Company’s common stock from non-affiliated shareholders of the Company in unrelated transactions, the accuracy at closing of the representations made by the parties in the Share Exchange Agreement, and the obtaining of necessary consents.

The First Amendment to the Share Exchange Agreement (the “First Amendment”) was entered into on November 17, 2010 by the Company with Conqueror and the Conqueror Shareholder.  The First Amendment amends the terms of the Share Exchange Agreement in which 1,004,900 shares shall be redeemed by the Company contemporaneously with the execution of the First Amendment at an aggregate redemption price of $55,270 (the “Group B Redemption Price”) and 12,782,900 shares shall be redeemed by the Company at or before the closing at an aggregate redemption price of $49,731 (the “Group C Redemption Price”) pursuant to mutually acceptable and duly executed redemption agreements.

Contemporaneously with the execution of the First Amendment, Conqueror loaned the Company the principal amount of $55,270 in exchange for which the Company delivered a promissory note to Conqueror which proceeds were used to pay the Group B Redemption Price.  The First Amendment further provides that at or before the closing, Conqueror shall loan the Company the principal amount of $49,731 which shall be paid from the funds remaining in escrow (the “Remaining Escrow Funds”) pursuant to the Escrow Agreement dated as of August 13, 2010, as amended on August 30, 2010, by and among Conqueror, the Company and Cyruli Shanks Hart & Zizmor LLP, in exchange for which the Company shall deliver a promissory note to Conqueror which proceeds shall be used to pay the Group C Redemption Price.

The First Amendment also provides that in the event that the closing does not occur for any reason on or before January 31, 2011, then, among other things, the Remaining Escrow Funds shall be paid to the Company and used to promptly redeem 12,782,900 shares as provided therein at the Group C Redemption Price, and the then officers and directors of the Company shall resign with immediate effect and appoint such persons as designated by Conqueror as officers and directors.

The Closing was to transpire on or before January 31, 2011 but did it did not occur by that date. As a result, as of May 11, 2011, and in accordance with the terms of the First Amendment, the Remaining Escrow Funds were paid to the Company and were used to redeem 12,782,900 shares at the Group C Redemption Price and the Company delivered a promissory note to Conqueror in the principal amount of $49,731.  In addition, on May 11, 2011, Michael M. Salerno, the Company’s sole officer and director, resigned as an officer and director of the Company, and appointed Chu Zhanjun and Li Gang as directors, and Chu Zhanjun as President, Chief Executive Officer and Principal Financial Officer of the Company, each a designee of Conqueror.

As a result, a change in control has occurred, due to the resignation of Mr. Salerno as sole officer and director, appointment of Mr. Chu as President, Chief Executive Officer and Principal Financial Officer of the Company, and appointment of Mr. Chu and Mr. Li as directors.

As of the date hereof, we do not expect that the transaction contemplated by the Share Exchange Agreement will be completed at any time in future.
 
 
5

 
 
Our Current Business

We were previously a dietary supplement company specializing in the development, marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3® Appetite Control and Trim For Life3® Energy Formula.

In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we were unable to implement the marketing strategy or invest in product expansion. We are no longer pursuing this business. As a result, we began to explore other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a public company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lend to the Company acquiring additional capital or having the available resources to construct such a deal.

Our common stock is traded in the over-the-counter market under the symbol “LIPN”.  Since January 20, 2009, it has been listed on the OTC Bulletin Board.  As a public company with the potential for shares to trade on the open market, we believe the Company may be in a better position to raise additional capital to meet our operating costs. However, we cannot claim nor guarantee that by having Company stock publicly quoted that it will provide the opportunity to raise additional capital.
 
Our current operating costs are minimal due to limited business activities, but we do incur an expense in ongoing legal and professional services to meet our SEC obligations as a publicly held company. The Company may continue to meet these expenses by opting to raise additional capital through sales of our common stock, loans from our board of directors and affiliates, and/or other transactions to meet these obligations.

We will continue to review opportunities to improve our financial stability by seeking established businesses which have the financial wherewithal to either invest capital into our Company operations in exchange for our common stock, or, if in a similar line of business consider a merger or an acquisition.

Management believes an opportunity may avail itself as a result of being a reporting company with common stock quoted on the OTCBB. Management believes there are savvy investors and/or businesses that understand the value of a public company and may be interested in investment of capital, merger or acquisition. As a reporting company, our view of the Company value includes; the ability to use the Company’s common stock to raise capital, the Company’s common stock quoted on the OTCBB, audited financials, provide shareholders liquidity, obtain loans from financial lenders, and possibly increase growth opportunities through mergers and/or acquisitions.

Economic conditions may be somewhat unsettled and may cause uneasiness with prospective businesses and speculative investors. Management believes there is a viable market of prospects that are searching for a public company in which they could invest, merge or acquire. However, we cannot guarantee nor claim that the Company will be able to find a suitable opportunity.

Employees

Our Board of Directors consists of Chu Zhanjun and Li Gang and Chu Zhanjun serves as our President, Chief Executive Officer and Principal Financial Officer.  Neither Mr. Chu nor Mr. Li is compensated for their service to the Company.
 
Available Information

We were incorporated in Delaware in September 2007 as Life Nutrition Products, Inc. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge to the public by visiting the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10a.m. to 3p.m. or by calling the Commission at 1-800-SEC-0330 or visiting the internet site, http://www.sec.gov for filed reports.
 
 
6

 
 
Item 1A. Risk Factors

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 1B. Unresolved Staff Comments

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 2. Properties

We have rent-free use of 2,718 square feet office space at 20 Broad Street, 7th Floor, New York, New York 10005, which is our principal place of business.  This space is being made available to us by New York Kaida Capital Holding LLC.  There is no term for our use of the space, which can be terminated at any time.   We expect that this space shall be sufficient for the next 24 months.

Item 3. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 4. Mine Safety Disclosures

Not applicable.
 
 
7

 
 
Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

For the period covered in this filing, the Company's common stock was approved on January 20, 2009 for quotation on the Over-The-Counter Bulletin Board (OTCBB) under the symbol, "LIPN." Prior to that date, there was no established trading market for our Common Share. The Company does not guarantee nor suggest being publicly traded on the OTCBB will necessarily generate a market for its common stock.

Presented below is the high and low bid information for fiscal year ending December 31, 2011. The information was obtained from www. https://www.otcbb.com.

   
High
   
Low
 
Year Ended December 31, 2010 
           
                   Quarter Ending March 31 
  $ 0.01     $ 0.01  
                   Quarter Ending June 30 
  $ 0.01     $ 0.01  
                   Quarter Ending September 30 
  $ 0.05     $ 0.05  
                   Quarter Ending December 31 
  $ 0.05     $ 0.05  
                 
Year Ended December 31, 2011 
               
                   Quarter Ending March 31 
  $ 0.00     $ 0.00  
                   Quarter Ending June 30 
  $ 0.00     $ 0.00  
                   Quarter Ending September 30 
  $ 0.00     $ 0.00  
                   Quarter Ending December 31 
  $ 0.00     $ 0.00  

The OTCBB provides a limited trading market, and we can make no assurances that any market-maker will agree to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for shareholders to sell their shares or recover any part of their investment in the company. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile so that holders of our common stock will not be able to sell their shares at prices that allow them to recover any or all of their investment. Market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. Factors that could cause fluctuations in our stock price may include, among other things:

•  
Introductions of new products or new pricing policies by us or by our competitors;
•  
The gain or loss of significant customers or product orders;
•  
Actual or anticipated variations in our quarterly results;
•  
The announcement of acquisitions or strategic alliances by us or by our competitors;
•  
Recruitment or departure of key personnel;
•  
The level and quality of securities research analyst coverage for our common stock;
•  
Changes in the estimates of our operating performance or changes in recommendations by us or any research analysts that follow our stock or any failure to meet the estimates made by research analysts; and
•  
Market conditions in our industry and the economy as a whole.

Common Stock

We have authorized 50,000,000 shares of common stock, par value $.0001 per share. As of December 31, 2011, there were approximately 4,095,000 common stock shareholders of record.

Preferred Stock

We have authorized 2,000,000 shares of blank check preferred stock, none of which are issued and outstanding.

Dividends

We have never paid a dividend on our Common Stock and we currently intend to retain earnings for use in our business to finance operations and growth. Any future determination as to the distribution of cash dividends will depend upon our earnings and financial position at that time and such other factors as the Board of Directors may deem appropriate.
 
 
8

 
 
Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

On January 15, 2010, the Company issued a total of 1,800,000 shares of common stock valued at $18,000, to Northeast Professional Planning Group which was approved during the fourth quarter of 2009 for services rendered in 2009.

In the year ending December 31, 2009, the Company issued 347,800 shares of common stock in exchange for a cash investment of $17,520.

Issuer Purchases of Equity Securities

None

Item. 6. Selected Financial Data

As a "Smaller Reporting Company," we are not required to provide the information required by this item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Application of Critical Accounting Practices

This Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report ending December 31, 2011 and 2010 on Form 10-K should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. ("GAAP").

Our significant accounting policies are more fully described in the Notes to the audited financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

Overview and Plan of Operation

Life Nutrition Products, Inc. (the “Company”, “we”, “us” and “our”) was previously a dietary supplement company specializing in the development, marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3® Appetite Control and Trim For Life3® Energy Formula.

In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we were unable to implement the marketing strategy or invest in product expansion. We are no longer pursuing this business. As a result, we began to explore other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a public company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lend to the Company acquiring additional capital or having the available resources to construct such a deal.
 
 
9

 
 
Our common stock is traded in the over-the-counter market under the symbol “LIPN”.  Since January 20, 2009, it has been listed on the OTC Bulletin Board.  As a public company with the potential for shares to trade on the open market, we believe the Company may be in a better position to raise additional capital to meet our operating costs. However, we cannot claim nor guarantee that by having Company stock publicly quoted that it will provide the opportunity to raise additional capital.
 
Our current operating costs are minimal due to limited business activities, but we do incur an expense in ongoing legal and professional services to meet our SEC obligations as a publicly held company. The Company may continue to meet these expenses by opting to raise additional capital through sales of our common stock, loans from our board of directors and affiliates, and/or other transactions to meet these obligations.

On September 7, 2010, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Conqueror Group Limited, a Hong Kong corporation (“Conqueror”) and Acumen Charm Ltd., a British Virgin Islands corporation (the “Conqueror Shareholder”). Pursuant to the Share Exchange Agreement, at the closing of the transaction contemplated in the Share Exchange Agreement (the “Transaction”), the Company will acquire 100% of the issued and outstanding capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company. There was no prior relationship between the Company and any of its affiliates and the Conqueror Shareholder and any of its affiliates.

Conqueror owns 100% of the equity interest of Shenyang Kai Xin, a wholly-owned foreign enterprise incorporated in the People’s Republic of China (“PRC”), which entity has entered into contractual arrangements with Liaoning New Land Food & Beverage Co., Limited (“NLFB”) and Liaoning New Land Fast Frozen Food Co. Limited (“NLFF”), each a company incorporated in the PRC, which arrangements give Conqueror effective control of the business of NLFB and NLFF.  NLFB is principally engaged in the processing and distribution of raspberry and blueberry drinks, wines and other related products in China, and NLFF is principally engaged in the cultivation, processing and distribution of fresh and frozen raspberries in the domestic market in China and internationally.

In consideration for the purchase of the Conqueror Shareholder’s interest in Conqueror, the Company will issue to designees of the Conqueror Shareholder a total of 23,905,000 newly issued shares of the Company’s common stock.

The closing of the Transaction is conditioned upon, among other things, satisfactory due diligence investigations by the parties, the cancellation of a total of 13,787,800 shares of the Company’s common stock by certain shareholders of the Company, the ability of certain designees of Conqueror to purchase a total of 4,010,000 shares of the Company’s common stock from non-affiliated shareholders of the Company in unrelated transactions, the accuracy at closing of the representations made by the parties in the Share Exchange Agreement, and the obtaining of necessary consents.

The First Amendment to the Share Exchange Agreement (the “First Amendment”) was entered into on November 17, 2010 by the Company with Conqueror and the Conqueror Shareholder.  The First Amendment amends the terms of the Share Exchange Agreement in which 1,004,900 shares shall be redeemed by the Company contemporaneously with the execution of the First Amendment at an aggregate redemption price of $55,270 (the “Group B Redemption Price”) and 12,782,900 shares shall be redeemed by the Company at or before the closing at an aggregate redemption price of $49,731 (the “Group C Redemption Price”) pursuant to mutually acceptable and duly executed redemption agreements.

Contemporaneously with the execution of the First Amendment, Conqueror loaned the Company the principal amount of $55,270 in exchange for which the Company delivered a promissory note to Conqueror which proceeds were used to pay the Group B Redemption Price.  The First Amendment further provides that at or before the closing, Conqueror shall loan the Company the principal amount of $49,731 which shall be paid from the funds remaining in escrow (the “Remaining Escrow Funds”) pursuant to the Escrow Agreement dated as of August 13, 2010, as amended on August 30, 2010, by and among Conqueror, the Company and Cyruli Shanks Hart & Zizmor LLP, in exchange for which the Company shall deliver a promissory note to Conqueror which proceeds shall be used to pay the Group C Redemption Price.

The First Amendment also provides that in the event that the closing does not occur for any reason on or before January 31, 2011, then, among other things, the Remaining Escrow Funds shall be paid to the Company and used to promptly redeem 12,782,900 shares as provided therein at the Group C Redemption Price, and the then officers and directors of the Company shall resign with immediate effect and appoint such persons as designated by Conqueror as officers and directors.
 
 
10

 

The Closing was to transpire on or before January 31, 2011 but did it did not occur by that date. As a result, as of May 11, 2011, and in accordance with the terms of the First Amendment, the Remaining Escrow Funds were paid to the Company and were used to redeem 12,782,900 shares at the Group C Redemption Price and the Company delivered a promissory note to Conqueror in the principal amount of $49,731.  In addition, on May 11, 2011, Michael M. Salerno, the Company’s sole officer and director, resigned as an officer and director of the Company, and appointed Chu Zhanjun and Li Gang as directors, and Chu Zhanjun as President, Chief Executive Officer and Principal Financial Officer of the Company, each a designee of Conqueror.

As a result, a change in control has occurred, due to the resignation of Mr. Salerno as sole officer and director, appointment of Mr. Chu as President, Chief Executive Officer and Principal Financial Officer of the Company, and appointment of Mr. Chu and Mr. Li as directors.

As of the date hereof, we do not expect that the transaction contemplated by the Share Exchange Agreement will be completed at any time in future.

Our common stock is traded in the over-the-counter market under the symbol “LIPN”.  Since January 20, 2009, it has been listed on the OTC Bulletin Board.  As a public company with the potential for shares to trade on the open market, we believe the Company may be in a better position to raise additional capital to meet our operating costs. However, we cannot claim nor guarantee that by having Company stock publicly quoted that it will provide the opportunity to raise additional capital.
 
Our current operating costs are minimal due to limited business activities, but we do incur an expense in ongoing legal and professional services to meet our SEC obligations as a publicly held company. The Company may continue to meet these expenses by opting to raise additional capital through sales of our common stock, loans from our board of directors and affiliates, and/or other transactions to meet these obligations.

We will continue to review opportunities to improve our financial stability by seeking established businesses which have the financial wherewithal to either invest capital into our Company operations in exchange for our common stock, or, if in a similar line of business consider a merger or an acquisition.

Management believes an opportunity may avail itself as a result of being a reporting company with common stock quoted on the OTCBB. Management believes there are savvy investors and/or businesses that understand the value of a public company and may be interested in investment of capital, merger or acquisition. As a reporting company, our view of the Company value includes; the ability to use the Company’s common stock to raise capital, the Company’s common stock quoted on the OTCBB, audited financials, provide shareholders liquidity, obtain loans from financial lenders, and possibly increase growth opportunities through mergers and/or acquisitions.

Economic conditions may be somewhat unsettled and may cause uneasiness with prospective businesses and speculative investors. Management believes there is a viable market of prospects that are searching for a public company in which they could invest, merge or acquire. However, we cannot guarantee nor claim that the Company will be able to find a suitable opportunity.
 
 
11

 
 
Results of Operations

Year ended December 31, 2011 compared to year ended December 31, 2010

Revenue: Revenue was $0 for the year December 31, 2011 compared to $168 for the year ended December 31, 2010, a decrease of $168. This decrease is a result of limited marketing activities and expired inventory.

Gross Profit: Gross profit was $0 for the year ended December 31, 2011 compared to ($139) for the year ended December 31, 2010, a decrease $139. This is due to the sales decrease.

Selling, General and Administrative Expenses: Selling, general and administrative expenses were $65,056 for the year ended December 31, 2011 compared to $25,193 for the year ended December 31, 2010, an increase of $39,863 due to increased professional fees.

Other Income (Expense): Other income (expense) was ($4,670) for the year ended December 31, 2011 compared to ($339) for the year ended December 31, 2010 due to increased interest expense resulting from advances to the Company from Conqueror Group Limited.

Impact of Inflation

Inflation has not had a material effect on our results of operations.

Liquidity and Capital Resource

Net cash used in operating activities was ($54,466) for the year ended December 31, 2011, compared to ($15,293) for the year ended December 31, 2010. This increase in cash used relates to higher professional fees and net losses offset by stock-based compensation.

The Company's net cash provided by financing activities was $54,398 for the year ended December 31, 2011 compared to net cash provided by financing activities of $10,900 for the year ended December 31, 2010. The increase was due to advances to the Company from Conqueror Group Limited.

As of December 31, 2011, the Company had $0 in cash. It is meeting its working capital needs by relying upon the proceeds from stock issuances.

Obligations are being met on a month-to-month basis as cash becomes available. There can be no assurances that the Company's present cash flow will be sufficient to meet current and future obligations. The Company has incurred losses since its inception, and continues to require additional capital to fund operations and meet SEC requirements of being a publicly held company. As such, the Company's ability to pay its already incurred obligations is mostly dependent on the Company achieving its revenue goals or raising additional capital in the form of equity or debt. These matters raise substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recovery and classification of recorded assets or the amounts and classifications of liabilities that may be necessary in the event the company cannot continue in existence.

Off-Balance Sheet Financings

None
 
 
12

 
 
Critical Accounting Policies

The Company's financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid.

Impact of Recent Accounting Pronouncements

See Note 2. "Summary of Significant Accounting Policies" to the financial statements in this Form 10-K.

Item 7A Quantitative and Qualitative Disclosure About Market Risks

We do not hold instruments that are sensitive to changes in interest rates, foreign currency exchange rates or commodity prices. Therefore, we believe that we are not materially exposed to market risks resulting from fluctuations from such rates or price.
 
 
13

 
 
LIFE NUTRITION PRODUCTS, INC.

FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
CONTENTS   PAGE  
       
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        F-2  
         
FINANCIAL STATEMENTS:
       
         
  Balance Sheets
    F-3  
  Statements of Operations
    F-4  
  Statements of Changes in Stockholders’ Equity
    F-5  
  Statements of Cash Flows
    F-6  
         
NOTES TO FINANCIAL STATEMENTS
    F-7  

 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
The Board of Directors and Stockholders of
Life Nutrition Products, Inc.

We have audited the accompanying balance sheet of Life Nutrition Products, Inc. (the “Company”) as of December 31, 2011, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2011. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required, nor have we been engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentations.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Life Nutrition Products, Inc. at December 31, 2011, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements for December 31, 2011 have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 1 to the financial statements, the Company has suffered recurring losses and experiences a deficiency of cash flow from operations.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


/s/ Wei, Wei & Co., LLP

New York, New YorkApril 16, 2012
 
 
F-2

 
 
LIFE NUTRITION PRODUCTS, INC.
 
BALANCE SHEETS
 
   
December 31,
 
   
2011
   
2010
 
ASSETS
             
Current assets:
           
Cash
  $ -     $ 68  
                 
Total current assets
    -       68  
                 
Property and equipment, net
    -       900  
                 
TOTAL ASSETS
  $ -     $ 968  
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
Current liabilities:
           
Accounts payable and accrued expenses
  $ 17,198     $ 2,839  
Note payable
    160,038       55,000  
Officer loans payable
    -       16,768  
                 
Total current liabilities
    177,236       74,607  
                 
Stockholders’ deficit:
               
Preferred stock, $0.0001 par value per share, 2,000,000 authorized, none issued and outstanding
    -       -  
Common stock, $0.0001 par value per share,
               
50,000,000 shares authorized, 4,095,000 and 16,877,900 shares issued and outstanding shares as of December 31, 2011 and 2010, respectively
    410       1,688  
Additional paid-in capital
    427,939       460,533  
Accumulated deficit
    (605,585 )     (535,860 )
                 
Total stockholders’ deficit
    (177,236 )     (73,639 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -     $ 968  
 
See accompanying notes to financial statements.
 
 
F-3

 
 
LIFE NUTRITION PRODUCTS, INC.

STATEMENTS OF OPERATIONS
 
   
Year Ended
December 31,
 
   
2011
   
2010
 
             
Revenue
  $ -     $ 168  
Cost of goods sold
    -       (307 )
                 
Gross profit
    -       (139 )
                 
Operating expenses:
               
  Selling, general and administrative
    65,055       25,193  
                 
(Loss) from operations
    (65,055 )     (25,332 )
                 
Interest expense
    4,670       339  
 
               
Net (loss)
  $ (69,725 )   $ (25,671 )
             
 (Loss) per common share, basic and diluted
  $ (0.01 )   $ (0.00 )
                 
Weighted average shares outstanding,  basic and diluted
  $ 8,647,814     $ 17,689,867  
 
See accompanying notes to financial statements.
 
 
F-4

 
 
LIFE NUTRITION PRODUCTS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

   
Preferred
   
Preferred
   
Common
   
Common
   
Additional
             
   
Stock
   
Stock
   
Stock
   
Stock
   
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
                                           
Balance, January 1, 2010
    -     $ -       16,082,800     $ 1,608     $ 497,883     $ (510,189 )   $ (10,698 )
Stock issued to settle liability
    -       -       1,800,000       180       17,820       -       18,000  
Stock cancellation
    -       -       (1,004,900 )     (100 )     (55,170 )     -       (55,270 )
Net (loss)
    -       -       -       -       -       (25,671 )     (25,671 )
                                                         
Balance, December 31, 2010
    -       -       16,877,900       1,688       460,533       (535,860 )     (73,639 )
Shareholder forgiveness of debt
    -       -       -       -       15,858       -       15,858  
Stock cancellation
    -       -       (12,782,900 )     (1,278 )     (48,452 )     -       (49,730 )
Net (loss)
    -       -       -       -       -       (69,725 )     (69,725 )
                                                         
Balance, December 31, 2011
    -     $ -       4,095,000     $ 410     $ 427,939     $ (605,585 )   $ (177,236 )
 
See accompanying notes to financial statements.
 
 
F-5

 
 
LIFE NUTRITION PRODUCTS, INC.

STATEMENTS OF CASH FLOWS
 
   
For the Years Ended
December 31,
 
   
2011
   
2010
 
             
Cash flows from operating activities:
           
Net (loss)
  $ (69,725 )   $ (25,671 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
    900       1,232  
Changes in operating assets and liabilities:
               
Decrease in inventory
    -       307  
Decrease in prepaid rent
    -       6,000  
Increase in accounts payable and accrued expenses
    (14,359     2,839  
                 
Net cash (used in) operating activities
    (54,466 )     (15,293 )
                 
Cash flows from financing activities:
               
Stock cancellation
    (49,730 )     (55,293 )
Proceeds from issuance of promissory note
    105,038       55,000  
Proceeds from officer loans
    -       11,170  
Repayment of loan
    (910 )     -  
                 
Net cash provided by financing activities
    54,398       10,900  
                 
Net change in cash
    (68 )     (4,393 )
Cash, beginning of year
    68       4,461  
                 
Cash, end of year
  $ -     $ 68  
                 
                 
Supplemental disclosure of cash flow information
               
Cash paid for interest
  $ -     $ -  
Cash paid for income taxes
  $ -     $ -  
                 
Supplemental disclosure of non-cash financing and investing activities:
               
Stock issued to settle liability
  $ -     $ 18,000  
 
See accompanying notes to financial statements.
 
 
F-6

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
1.  
GENERAL

Organization and Business Nature

Life Nutrition Products, Inc. was originally organized as a New Jersey limited liability company in February 2005 under the name Life Nutrition Products, LLC ("LNP"). On September 24, 2007, Life Nutrition Products, Inc. (the "Company") a Delaware Corporation was formed and merged with LNP. Under the terms of the merger 10 million shares of common stock were issued to the LNP Members to acquire all of LNP’s membership interests. After the merger, 10 million shares of common stock were outstanding, all of which were owned by LNP's two founders, Michael M. Salerno, President and Richard G. Birn, Vice President.

LNP’s previous primary business purpose was to market over-the-counter, all-natural dietary supplements under the trade names: Trim For Life3 Appetite Control and Trim For Life3 Energy Formula. The Trim For Life3 Appetite Control Formula is patent pending and supported by scientific studies. The Trim For Life3 Energy Formula is a proprietary formula blend. The Company is no longer pursuing this business.

On September 7, 2010, the Company entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Conqueror Group Limited, a Hong Kong corporation ("Conqueror") and Acumen Charm Ltd., a British Virgin Islands corporation (the "Conqueror Shareholder"). Pursuant to the Share Exchange Agreement, at the closing of the transaction contemplated in the Agreement (the "Transaction"), the Company will acquire 100% of the issued and outstanding capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company.

On November 17, 2010, the parties entered into a First Amendment to the Share Exchange Agreement (the “First Amendment”) which, among other things, provided that 1,004,900 shares shall be redeemed by the Company contemporaneously with the execution of the First Amendment at an aggregate redemption price of $55,270 (the “Group B Redemption Price”) and 12,782,900 shares shall be redeemed by the Company at or before the closing at an aggregate redemption price of $49,731 (the “Group C Redemption Price”) pursuant to mutually acceptable and duly executed redemption agreements.

Contemporaneously with the execution of the First Amendment, Conqueror loaned the Company the principal amount of $55,270 in exchange for which the Company delivered a promissory note to Conqueror which proceeds were used to pay the Group B Redemption Price.
 
 
F-7

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
1.  
GENERAL (continued)

Organization and Business Nature (continued)

The First Amendment further provided that at or before the closing, Conqueror shall loan the Company the principal amount of $49,731 which shall be paid from the funds remaining in escrow (the “Remaining Escrow Funds”) pursuant to the Escrow Agreement dated as of August 13, 2010, as amended on August 30, 2010, by and among Conqueror, the Company and Cyruli Shanks Hart & Zizmor LLP, in exchange for which the Company shall deliver a promissory note to Conqueror which proceeds shall be used to pay the Group C Redemption Price.

The First Amendment also provided that in the event that the closing does not occur for any reason on or before January 31, 2011, then, among other things, the Remaining Escrow Funds shall be paid to the Company and used to promptly redeem 12,782,900 shares as provided therein at the Group C Redemption Price, and the then officers and directors of the Company shall resign with immediate effect and appoint such persons as designated by Conqueror as officers and directors.

The Closing was to transpire on or before January 31, 2011 but, as of the date hereof, has not occurred. As a result, on May 11, 2011, and in accordance with the terms of the First Amendment, the Remaining Escrow Funds were paid to the Company and were used to redeem 12,782,900 shares at the Group C Redemption Price and the Company delivered a promissory note to Conqueror in the principal amount of $49,731. On May 11, 2011, Michael M. Salerno, the Company’s sole officer and director, resigned as an officer and director of the Company, and appointed Chu Zhanjun and Li Gang as directors, and Chu Zhanjun as President, Chief Executive Officer and Principal Financial Officer of the Company, each a designee of Conqueror.

On May 11, 2011, the Company’s former CEO agreed to forgive and discharge all amounts due and owing to him for funds advanced or loans made to the Company (see Note 6).
 
 
F-8

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
1.  
GENERAL (continued)

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has suffered recurring losses and experiences a deficiency of cash flow from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The continued operations of the Company are dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations. Management may achieve profitability and generate positive cash flows through possible acquisition or merger. However, there is no guarantee that a suitable offer may exist or that funding will be available to close on such a transaction. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers investments with an initial maturity of 3 months or less to be cash equivalents.

The Company maintains cash balances at financial institutions and are insured by the Federal Deposit Insurance Corporation up to federally insured limits. At times during the year, balances in certain bank accounts may exceed the FDIC insured limits.
 
 
F-9

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed on the straight-line method based on the estimated useful lives of the assets. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Revenue Recognition

The Company recognizes revenue upon shipment of goods, and the price is fixed and determinable, and collectability is reasonably assured.

Net (Loss) Per Share of Common Stock

Net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share as the result is anti-dilutive for the periods presented.

Income Taxes

The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740-10 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with generally accepted accounting standards. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. Federal, state and local income tax returns for the years prior to 2008 are no longer subject to examination by tax authorities. The Company did not have any uncertain tax positions.
 
 
F-10

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (continued)

The tax effect of temporary differences, primarily net operating loss carry forwards, gave rise to the Company's deferred tax asset in the accompanying December 31, 2011 and December 31, 2010 balance sheets. Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.

As of December 31, 2011, the Company has net operating loss carry forwards of approximately $606,000 that can be utilized to offset future taxable income for Federal income tax purposes through 2030. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382. Significant components of the Company's deferred tax assets and liabilities are summarized as follows:

   
December 31,
 
   
2011
   
2010
 
             
Deferred tax asset
  $ 245,000     $ 186,000  
Less: valuation allowance
    (245,000 )     (186,000 )
                 
Net deferred tax asset
  $ -     $ -  

Fair Value Measurements

The Company follows ASC 820, which defines fair value, provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

Level 1 Inputs– Quoted prices for identical instruments in active markets.
 
 
F-11

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Fair Value Measurements (continued)

Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs– Instruments with primarily unobservable value drivers.

The carrying amounts of the Company’s financial instruments including cash, accounts payable and accrued expenses, note payable and officer loans payable, approximate fair value because of their short-term nature.
 
3.  
RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “Testing Goodwill for Impairment” (“ASU No. 2011-08”), which allows entities to use a qualitative approach to test goodwill for impairment. ASU No. 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required.

ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of the provisions of this ASU to have a material impact on the Company's financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (“ASU No. 2011-05”), which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income (“OCI”) by eliminating the option to present components of OCI as part of the statement of changes in stockholders’ equity. The amendments in this standard require that all nonowner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The adoption of this standard did not have a material impact on the Company’s financial statements.
 
 
F-12

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
3.  
RECENTLY ISSUED ACCOUNTING STANDARDS (continued)

Subsequently in December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income” (“ASU No. 2011-12”), which indefinitely defers the requirement in ASU No. 2011-05 to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. The amendments in ASU No. 2011-05 and ASU No. 2011-12 are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively. The adoption of the provisions of ASU No. 2011-05 and ASU No. 2011-12 will not have a material impact on the Company's financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU No. 2011-04”), which amends current guidance to result in common fair value measurements and disclosures between accounting principles generally accepted in the United States of America and International Financial Reporting Standards. The amendments explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. ASU No. 2011-04 clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable inputs (Level 3 inputs). The amendments in ASU No. 2011-04 are effective for interim and annual periods beginning after December 15, 2011. The Company does not believe that the adoption of the provisions of ASU No. 2011-04 will have a material impact on the Company's financial statements.

In December 2010, FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”).  ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  The adoption of this standard did not have a material impact on the Company’s financial statements.
 
 
F-13

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010

 
3.  
RECENTLY ISSUED ACCOUNTING STANDARDS (continued)

In December 2010, FASB issued ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).  ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This eliminates an entity’s ability to assert that a reporting unit is not required to perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the existence of qualitative factors that indicate the goodwill is more likely than not impaired. ASU 2010-28 is effective for fiscal and interim periods beginning after December 15, 2010. The adoption of this standard did not have a material impact on the Company’s financial statements.

4.  
PROPERTY AND EQUIPMENT

At December 31, property and equipment consists of the following:
 
   
 
2011
   
 
2010
 
Estimated
Useful Lives
               
Computer equipment
  $ 4,324     $ 4,324  
3 years
Website development
    4,315       4,315  
3 years
Less: accumulated depreciation and amortization
    (8,639 )     (7,739 )  
                   
    $ -     $ 900    
 
5.  
NOTES PAYABLE

At December 31, notes payable consist of the following:
 
   
2011
   
2010
 
             
Note payable to Conqueror Group Limited bears interest at 5%, originally due May 17, 2011, currently due on demand
  $ 55,270     $ 55,000  
Note payable to Conqueror Group Limited bears interest at 5% and due November 11, 2011, currently due on demand
    49,730       -  
Advances from Conqueror Group Limited no interest bearing and due on demand
    55,038       -  
                 
    $ 160,038     $ 55,000  
 
The Company has accrued and expensed $4,670 and $339 for interest as of December 31, 2011 and 2010, respectively.
 
 
F-14

 
 
LIFE NUTRITION PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010


6.  
LOANS PAYABLE

The Company was advanced $5,598 from its former CEO in 2009, which was due on demand without interest. The Company was advanced $11,170 from a company controlled by the Company’s former CEO in 2010. Total advances of $16,768 were due on demand without interest. The Company repaid $910 and $15,858 was forgiven in the transaction and included in additional paid-in capital.

7.  
STOCKHOLDERS’ DEFICIT

We have authorized 2,000,000 shares of blank check preferred stock, none of which are issued and outstanding.

We have authorized 50,000,000 shares of common stock, par value $.0001 per share. As of December 31, 2011 there are 4,095,000 issued and outstanding. In connection with the share exchange agreement (see Note 1), the Company redeemed and cancelled a total of 13,787,800 shares of its common stock, cancelling 12,782,900 in 2011 and 1,004,900 in 2010.
 
 
F-15

 
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

 (a) Evaluation of Disclosure Controls and Procedures

The Company maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the " Exchange Act"), including this report, ending December 31, 2011 is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company's management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure.

As of December 31, 2011, the Company's management, including the Company's Chief Executive Officer ("CEO"), and Chief Financial Officer ("CFO") conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation, the CEO, CFO, and executive management have concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

(b) Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
2.
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
3.
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 control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.
 
 
14

 

As of December 31, 2011, Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; and (2) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2011.
 
Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. At this time, the Company does not have an audit committee and relies on its Board of Directors and executive management to monitor internal controls and procedures to ensure the Company is meeting its SEC obligations.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.
 
 
15

 

Part III

Item 10. Directors, Executive Officers and Corporate Governance
 
Identification of Directors and Executive Officers:
 
Name
 
Age
 
Title
         
Chu Zhanjun 
  41  
Chief Executive Officer, President, Chief Financial Officer, Director 
         
Li Gang 
  33  
Director

Chu Zhanjun has been our President, Chief Executive Officer, Principal Financial Officer and a director of the Company since May 2011.  Since 2008 Mr. Chu managed Dalian Kaida Venture Capital in China as the Executive of Administration, whose duties cover: organizing significant events and activities related to company’s administrative affairs; directing logistic division to create a sound working environment; and leading crews, on a regular basis, to review functional responsibilities so that they may timely spot problems and thus make corrections.  From 2001 to 2007, he was co-manager general of Solar Group-Dalian Hi-Tech Corporation, assisting manager general to form strategies related to company development, business and operations; streamline in-house governance; stipulate rules regarding corporate structure, management system, business morals and the like; and oversee the execution of plans and strategies.   From 1994 to 1996, Mr. Chu held the position as the Manager of Planning Department of Solar Town Hotel, in Jiamusi City, Heilongjiang Province, and later was promoted and worked as the Director of this department until 2000. His responsibilities comprised developing company’s strategic plan, brand strategies and marketing. He attended Heilongjiang Business School from year 1989 to 1993 and obtained his bachelor degree of business management.
 
Li Gang has been our director since May 2011.  Since 2010, Mr. Li been employed by Dalian Kaida Venture Capital as the Manager General of Office Administration, whose duties include: receiving and entertaining important guests to the company; responding to important, administration-related correspondences; organizing regular examinations related to fire protection and security, thus creating a safe working environment; dealing matters in field of laws and enforcing guidelines and inspections in connection with confidential issues; smoothing in-house cooperation and settling the disputes arising; overseeing the execution of company’s management model, soliciting /analyzing feedbacks and making reports to manager general; securing full knowledge of company’s internal operations and making reports to manager general if necessary; and forging cooperative liaisons with external bodies on behalf of the company.  From 2006 to 2009, he was the Director of Office Administration of Solar Group, and from 2002 to 2005, Mr. Li was the Manager of Information Department of Solar Group-Dalian Hi-Tech Corporation.  Mr. Li attended Heilongjiang Jiamusi University from year 1997 to 2001 and obtained his bachelor degree of computer.

Our Board of Directors currently consists of two (2) member. Our Bylaws provide that our board shall consist of not less than one (1) nor more than nine (9) individuals. The terms of directors expire at the next annual shareholders' meeting unless their terms are staggered as permitted in our bylaws. Each shareholder is entitled to vote the number of shares owned by him for as many persons as there are directors to be elected. Shareholders do not have a right to cumulate their votes for directors.
 
 
16

 
 
Part III

Item 10. Directors, Executive Officers and Corporate Governance

Identification of certain significant employees

There are no significant employees.

Family relationships

There are no family relationships between the directors and/or executives.

Involvement in certain legal proceedings.

None of our directors, executive officers, promoters or control persons have not been involved in any legal proceedings as defined by item 401 of Regulation S-K in the past five years.

Director Independence

We cannot guarantee that our Board of Directors will always have a majority of independent directors. In the absence of a majority of independent directors, our executive officer, who is also a principal stockholder and director, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Company and its stockholders generally and the controlling officers, stockholders or directors.

Audit Committee

As of this annual report, we do not have an audit committee. However, our Board of Directors carries out the functions of an audit committee. The Board of Directors does not believe the expense of hiring a financial expert would be beneficial to the Company.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors, executive officers and any persons beneficially holding more than ten percent of our common stock to report their ownership of common stock and any changes in that ownership to the SEC. The SEC has established specific due dates for these reports, and we are required to report in this document any failure to file by these dates. We believe that all report transactions, if any, have been reported or included in the appropriate filings submitted to the SEC, except that Mr. Chu Zhanjun, an officer and director, has not filed a Form 3, and Mr. Li Gang, a director, has not filed a Form 3.  Our former CEO and director, Mr. Michael Salerno, who served as our officer and director until May 2011, did not file a Form 3.

Code of Ethics

The Company has adopted a code of ethics which is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar function, directors and/or employees. The code of ethics was filed with our S-1 registration statement on July 21, 2008.

Item 11. Executive Compensation

Currently, we do not pay our directors any cash or other compensation. In the future, we may consider appropriate forms of compensation, including the issuance of common stock and stock options as compensation.

Compensation Committee

As of this annual report, we do not have a compensation committee. Our executives and directors are not compensated. We do not anticipate the formation of such committee.
 
 
17

 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table shows the number of shares and percentage of all shares of common stock issued and outstanding as of December 31, 2011, held by any person known to us to be the beneficial owner of 5% or more of our outstanding common stock, by each executive officer and director, and by all directors and executive officers as a group.

This information as to beneficial ownership was furnished to us by or on behalf of the persons named. Unless otherwise indicated, the business address of each person listed is 20 Broad Street, 7th Floor, New York, New York 10005.  Information with respect to the percent of class is based on outstanding shares of common stock as of December 31, 2011. Except as otherwise indicated and pursuant to applicable community property laws, to our knowledge, each stockholder has sole power to vote and dispose of all the shares of common stock listed opposite his name.

For purposes of this table, each person is deemed to have beneficial ownership of any shares of our common stock such person has the right to acquire on or within 60 days of this annual report.
 
Name and address of Beneficial Owner  
Shares of common stock
Beneficially Owned
    Percent of Class(1)  
Asset Intelligences Ltd.
    280,000       6.8 %
Clover Meadow Corp.
    280,000       6.8 %
David Moss
30872 Hunt Club Drive
San Juan Capistrano, CA
    225,000       5.5 %
Robert Gelfand
1711 Drummon Drive
Vancouver, British Columbia
Canada
    225,000       5.5 %
Chu Zhanjun 
    --       0 %  
Li Gang
    --       0
Directors and officers as a group (2 persons)
    --       0 %
____
(1)Based on an aggregate of 4,095,000 common shares outstanding as of December 31, 2011.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our Company has not had any transactions with related persons in the course of the last reported fiscal year involving any amounts exceeding $120,000 or is in the process of proposing any such transaction(s).

Item 14. Principal Accounting Fees and Services.

 Audit and Non-Audit Fees

The Following table shows information as related to audit and non-audit fees for professional services rendered by Wei Wei & Co. LLP and Friedman, LLP, the principal accounting firms for the fiscal years ending December 31, 2011 and 2010, respectively.
 
   
December 31,
 
   
2011
   
2010
 
Type of Fee 
           
Audit Fees(1)
  $ 6,000     $ 11, 500  
Audit Related Fees 
    -       -  
Tax Fees 
    -       -  
All Other Fees 
    -       -  
               Total 
  $ 6,000     $ 11,500  
_____
(1)The audit fees represent fees for professional services provided in connection with the audit of our annual financial statements, review of our quarterly financial statements and audit services provided in connection with our regulatory filings.

Our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees quarterly and annually. The Board approves audit and tax related fees for the Company to be in compliance with regulatory filings with timely submissions.
 
 
18

 
 
Part IV
 
Item 15. Exhibits, Financial Statement Schedules
 
Exhibit Number  
 
Description
     
2.1
 
Share Exchange Agreement whereby Life Nutrition Products, Inc. merged with and into Life Nutrition Products, LLC on or about September 24, 2007*
     
3.1
 
Certificate of Incorporation *
     
3.2
 
By-laws*
     
4.1
 
Specimen Common Stock Certificate*
     
4.2
 
Form of Subscription Agreement between Life Nutrition Products, Inc. and each prospective purchaser who is a signatory thereto subscribing for Units in the December 2007 Private Placement.*
     
14.
 
Code of Conduct*
     
17**
 
Share Exchange Agreement dated as of September 7, 2010 by and among Life Nutrition Products, Inc., Conqueror Group Limited and Acumen Charm Ltd. 
     
31
 
Certification of Principal Executive Officer and Principal Financial Officer Sec. 302
     
32
 
Certification of Chief Executive Officer and Chief Financial Officer Sec. 906
     
101.INS***
 
XBRL Instance Document
     
101.SCH***
 
XBRL Schema Document
     
101.CAL***
 
XBRL Calculation Linkbase Document
     
101.DEF***
 
XBRL Definition Linkbase Document
     
101.LAB***
 
XBRL Label Linkbase Document
     
101.PRE***
 
XBRL Presentation Linkbase Document
______
*   Filed as an Exhibit to the Registration Statement on Form S-1 filed on July 21, 2008 (SEC File No. 333-152432) and incorporated herein by reference.
 
** Filed with Form 8-K dated September 7, 2010 and filed on September 8, 2010 and incorporated herein by reference.
 
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
19

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on April 16, 2012 by the undersigned thereunto duly authorized.
 
 
  LIFE NUTRITION PRODUCTS, INC.  
       
Date: April 16, 2012
By:
/s/ Chu Zhanjun  
   
Chu Zhanjun,
Chief Executive Officer
 
       
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
Signature
 
Title
 
Date
         
/s/ Chu Zhanjun
 
Chief Executive Officer, President, Chief Financial Officer and Director
 
April 16, 2012
Chu Zhanjun
 
(Principal Executive Officer, and Principal Financial and Accounting Officer)
   
         
/s/ Li Gang
 
Director
 
April 16, 2012
Li Gang
       
 
 
 
20