SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 24, 2014
Date of Report
(Date of Earliest Event Reported)
ALIFE INC.
(Exact Name of Registrant as Specified in its Charter)
HILL RUN ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55064 46-3621581
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
21 Bukit Batok Crescent
#16-76 WCEGA Towers
Singapore 658065
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
(65) 66590028
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On January 24, 2014 Alife Inc. (formerly Hill Run Acquisition Corporation)
(the "Registrant" or the "Company") issued 20,000,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 at par
representing 97.6% of the total outstanding 20,500,000 shares of common stock
as follows:
20,000,000 Devan Nair
With the issuance of the 20,000,000 shares of stock and the redemption
of 19,500,000 shares of stock (discussed below), the Company effected a change
in its control and the new majority shareholder(s) elected new management
of the Company. The Company may develop its business plan by future
acquisitions or mergers but no agreements have been reached regarding any
acquisition or other business combination. The Company changed its name as
part of the change in control. If the Company makes any acquisitions, mergers
or other business combination, the Company will file a Form 8-K but until such
time the Company remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On January 24, 2014, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant 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 resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
September 30, 2013 as amended and supplemented by the information contained
in this report.
The Registrant anticipates that it will enter into a business combination
with Artificial Life Source PLC ("Alife PLC"), an profitable existing company
with global business operations primarily in Asia and Europe. Alife PLC has
developed proprietary artificial intelligence technologies providing the
ability to work with customers and licensees to create unique conversational
artificial intelligence. The core of the technology involves a functional
separation of human language processing and mathematical machine thought
providing for the deployment of intelligent applications to almost any
computing platform or operating systems. Certain of the applications
developed applying this new technology include:
Cinema interaction allowing the consumer to interact with a movie in real
time;
Companionship and monitoring capability to persons left alone, whether
elderly, children or incapacitated;
Remote access to healthcare facilities, healthcare professionals,and
pharmacists;
Robotic companion that interacts with a person's body movement, facial
expressions, singing and speech.
No agreements have been executed and if the Registrant makes any acquisitions,
mergers or other business combination, it will file a Form 8-K.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On January 24, 2014 James M. Cassidy resigned as the Registrant's president,
secretary and director and James McKillop resigned as the Registrant's vice
president and director.
Devan Nair was named as Chairman and sole director of the Registrant.
Devan Nair was appointed Chief Executive Officer of the Registrant.
Devan Nair serves as the sole director and officer of the Registrant.
Mr. Nair is the co-founder of Alife PLC and has worked in the animation
industry as a director with over twenty years of experience in all phases
of traditional 2D and 3D animation for network television as well as theatrical
release with special emphasis in computer software integration. Prior to
founding Alife PLC, Mr. Nair founded several companies that are running
successfully in other geographic regions including the following:.
Founded PHEE! PHOO! Pte Ltd in 2001 which won first prize in the Nokia
Regional Extreme Challenge for the title, Excellence In Mobile Service
as Most Innovative Company.
KIDZ-TV.com in 2001 which went on to design, develop and own the single
largest animation kids TV series library.
Founded Southern Light Studios (Manila) in 1998 which became the fourth
largest animation studio in the Philippines.
Founded Southern Light Studios (Singapore) in 1995 which won the Prime
Minister Award for Industry Service.
Founded Animation International Pte Ltd in 1990 which was selected to
lead an Asian team of Game Designers and Developers in PHILIP International.
The company also launched new technology, CD-1 (Compact Disc Interactive).
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 hereunder duly authorized.
ALIFE INC.
Date: January 24, 2014 Devan Nair
Chief Executive Officer
