10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

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

For the transition period from ________ to ________

Commission file number: 000-50196

AMERICAN LIFE HOLDING COMPANY, INC.

Exact name of registrant as specified in its charter)

Florida	52-2177342
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

43 South Pompano Parkway, Suite 277, Pompano Beach, Florida	33069
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 840-8372

Securities registered under Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	Not applicable

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.001 per share

(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.  Yes £    No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes £    No S

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes S    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨    No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.    £

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 definition of “accelerated filer” or “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer (Do not check if smaller reporting company)	£	Smaller reporting company	S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes S    No £

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0 on June 30, 2009

Indicate the number of shares outstanding of each of the issuer's class of common equity as of the latest practicable date.   391,449 shares of common stock are issued and outstanding as of May 12, 2010.

DOCUMENTS INCORPORATED BY REFERENCE: None.

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TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	8
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	8
Item 7.	Management's Discussion And Analysis Of Financial Condition And Results Of Operations	9
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	11
Item 8.	Financial Statements And Supplementary Data	11
Item 9A(T).	Controls And Procedures	11
Item 9B.	Other Information	12
Part III
Item 10	Directors, Executive Officers And Corporate Governance	12
Item 11	Executive Compensation	15
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 Accountant Fees And Services	19
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-K contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors.  Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this annual report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in Part I., Item 1. Description of Business - Risk Factors.  We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K.  Except for our o ngoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this annual report, the terms “American Life Holding,” " we," "our," and "us" refers to American Life Holding Company, Inc. a Florida corporation. When used in this annual report, the term “American LAC” refers to our dissolved former subsidiary.

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PART I

ITEM 1.      BUSINESS

Our historic business through 2007

Historically, through a subsidiary, The American LAC, Inc., formerly known as The American Life and Annuity Company, Inc., an Arizona corporation, we operated as a reinsurer of single premium deferred annuity and flexible premium deferred annuity contracts for tax qualified and non-qualified investments.  The annuity contracts which we reinsured were subject to discretionary surrender or withdrawal by our customers.  These policies and contracts represented assumed reinsurance with Allianz Life Insurance Company of North America (“Allianz Life”) and Hannover Life Reassurance Company of America (“Hannover Life”).  

Discontinuation of the operations and dissolution of our American LAC subsidiary

Our last purchase of annuity contracts was in October 2001.  As a result of the lack of sufficient working capital to purchase additional annuity policies or otherwise expand our operations, during fiscal 2005 our management made a determination to consider diversifying our business operations to include the possible acquisition of assets or shares of an entity actively engaged in business which generates revenues in exchange for our securities.  

The initial indications in 2005 and 2006 from possible business combinations for our company were that the continued operation of our American LAC subsidiary hindered our ability to close such a business combination due to the regulatory requirements involving a change of control of our company unless the business combination company happened to operate in the insurance industry and was therefore familiar with the requirements.  Upon re-evaluation our Board of Directors believed that the operations of our American LAC subsidiary continued to be a deterrent to companies that otherwise might be interested in engaging in a business combination with our company.  During the fourth quarter of fiscal 2007 we began taking steps to discontinue the operations of American LAC.

On December 21, 2007, our American LAC subsidiary and Hannover Life entered into Amendment III Termination and Recapture Amendment (“Hannover Amendment Agreement”) to the Annuity Retrocession Agreement which was effective October 31, 2007 pursuant to which Hannover Life paid American LAC $8,380.83, which represented the difference between the funds withheld under the original agreement with Hannover Life and the present value of all known obligations and liabilities of Hannover Life to American LAC under the Hannover agreement, and the surrender benefits equal to the surrender value of the Hannover Life policies and the present obligations and liabilities of American LAC to Hannover Life. The Hannover Amendment Agreement also provided for mutual releases for any present and future obligations of Hannover Life and American LAC arising under the original Hannover Life agreement or the Hannover Amendment Agreement.

In addition, on December 21, 2007, American LAC and Allianz Life entered into a Recapture and Release Agreement (“Allianz Amendment Agreement”) which was effective November 1, 2007, pursuant to which Allianz Life recaptured the Allianz Life reinsurance policies and the reinsurance agreement with Allianz Life was terminated. Under the terms of the Allianz Amendment Agreement, American LAC paid Allianz Life $296,825, which represented the difference between the funds withheld under the Allianz Life reinsurance agreement and the present value of all known obligations and liabilities of Allianz Life to American LAC under the Allianz Life agreement, and the surrender benefits equal to the surrender value of the Allianz Life reinsurance policies and the present obligations and liabilities of American LAC to Allianz Life. The Allianz Amendment Agreement also provided for mutual releases for any present and future obligations of Allianz Life and American LAC arising under the Allianz Life agreement or the Allianz Amendment Agreement.

As a result of the foregoing, American LAC had no agreements to reinsure annuity policies or annuity polices. In March 2008, American LAC filed an application to terminate its insurance license with the Arizona Department of Insurance which was granted on March 27, 2008.  As a condition to the termination,

•            American LAC amended its Articles of Domestication to change its name to “The American LAC, Inc.” and revised the purpose of the business, as previously provided to be a insurance company, to provide: “The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Arizona,” and

•            we guaranteed all payment for all obligations of American LAC.

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In addition, American LAC requested the release of its statutory deposit in the amount of $512,000.  We used $388,042 of the funds representing the statutory deposit to repay outstanding principal and interest owed to our then principal shareholder Dr. Bishop under a line of credit.

On September 10, 2008 we dissolved American LAC, and we are now considered a "shell company" under Federal securities laws.  Our business plan is to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for our securities.

Change of Control

 On August 28, 2009, Manuel B. Losada and Norman Joseph (collectively the “Buyers”) acquired 342,017 shares (the “Shares”) or approximately 87.4% of the issued and outstanding shares of our common stock from ten shareholders of the Company (the “Sellers”). The acquisition was governed by the terms of a Stock Purchase Agreement between the Buyers and the Sellers. As a result of the Buyers’ acquisition of the Shares, a change in voting control of the Company took place and the Buyers now control the Company by reason of their collective ownership of approximately 87.4% of the issued and outstanding common stock of the Company. Mr. Losada purchased 273,614 of the Shares and now individually owns approximately 69.9% of the issued and outstanding shares of common stock of the Company. The balance of the Shares (68,403 Shares or approximately 17.5% of the issued and outstanding common stock of the Company) is owned individually by Mr. Joseph.

Prior to the transaction, none of the Sellers owned in excess of 7% of the issued and outstanding shares of common stock of the Company, except Dr. Archer W. Bishop, Jr., who owned 232,051 shares or approximately 60% of the issued and outstanding common stock of the Company.

At the closing of the Stock Purchase Agreement (a) Dr. Archer W. Bishop, Jr. resigned as a member of the Company’s board of directors and (b) Manuel B. Losada was appointed as a member of the board of directors. Immediately following the closing, the board of directors consisted of two members – Mr. Losada, and Ms. Lila K. Pfleger, who had served as a member of the board of directors since 2002, and who also served as the Company’s president (Dr. John H. Bell, who had previously served as a director of the Company, passed away on April 24, 2009). On September 1, 2009, Ms. Pfleger resigned as a member of the Company’s board of directors, and as president of the Company and Mr. Losada was appointed as president of the Company.

Status as a "shell company"

As a result of the discontinuation of the operations and dissolution of our American LAC subsidiary, we do not presently have any business or operations and are considered a "shell" company under Federal securities laws.  We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities.  Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities (“Business Opportunity”) presented to us by persons or firms who or which desire to seek the perceived advantages our company may offer.  We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature.  This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to sear ch for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes.  We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.  We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky.  Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation.  These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive sto ck options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders and other factors.  Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

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The analysis of new business opportunities will be undertaken by, or under the supervision of, Mr. Losada, our President, who may not be considered a professional business analyst.  Mr. Losada will be the key person in the search, review and negotiation with potential acquisition or merger candidates.  We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our officers and directors and legal counsel or by our shareholders.  In analyzing prospective business opportunities, we will consider such matters as:

• the available technical, financial and managerial resources;

• working capital and other financial requirements;

• history of operations, if any;

• prospects for the future;

• nature of present and expected competition;

• the quality and experience of management services which may be available and the depth of that management;

• the potential for further research, development, or exploration;

• specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities;

• the potential for growth or expansion;

• the potential for profit;

• the perceived public recognition of acceptance of products, services, or trades; name identification; and

• other relevant factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within the time period prescribed by applicable rules of the SEC which is presently four business days from the closing date of the transaction.  This requirement for readily available audited financial statement may require us to preclude a transaction with a potential candidate which might otherwise be beneficial to our shareholders.

We will not restrict our search for any specific kind of company, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.  However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.  We anticipate that we will incur nominal expenses in the implementation of our business plan which will be funded from our current working capital.  

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.  We may also acquire stock or assets of an existing business.  On the consummation of a transaction, it is probable that our present management and shareholders will no longer be in control of our company.  In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders or may sell their stock.  Any terms of sale of the shares presently held by officers and/or directors will be also afforded to all other shareholders on similar terms and conditions.  Any and all such sales will only be made in compliance with federal and applicable state securities laws.

We anticipate that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.  If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a "shell" company.  Until such time as this occurs, we will not attempt to register any additional securities.  The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of whi ch there is no assurance.

Employees

As of May 12, 2010, we had one employee, Mr. Losada, our President.  Mr. Losada is involved in other full-time business activities and devotes his time and attention to our business on a part-time basis as needed.  

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Our History

We were formed in Florida in May 1998 originally under the name B&B Capital Group, Inc. In June 2002 the shareholders of our dissolved former subsidiary, American LAC, exchanged a total of 319,799 shares of common stock, which was 100% of the issued and outstanding shares of American LAC common stock, for 319,799 shares of our common stock.  In addition, warrants to purchase an aggregate of 11,000 shares of common stock of American LAC held by our new management were exchanged for options to purchase a like number of shares of common stock in our company.  Following the share exchange, in July 2002 we changed our name to American Life Holding Company, Inc.

ITEM 1A.      RISK FACTORS

An investment in our common stock involves a significant degree of risk. You should not invest in our common stock unless you can afford to lose your entire investment. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected and you could lose your entire investment in our company.

Our auditors have raised substantial doubts as to our ability to continue as a going concern.

Our financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring losses from operations, which losses have caused an accumulated deficit of $ 3,094,404 as of December 31, 2009. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Following the discontinuation of the operations and dissolution of our American LAC subsidiary in September 2008, our operating expenses are minimal and will be funded from advances from our principal shareholder.  However, we anticipate that we will continue to incur losses in future periods until we are successful in completing a business combination with an operating entity.  If for some reason we are not able to consummate a business combination within a reasonable period of time, we may not have sufficient resources to continue meeting our SEC reporting obligations or other obligations which arise from our minimal operations.  If we were to fail to continue to meet our SEC reporting obligations the attractiveness of our vehicle to an operating company would be severely diminished and our ability to consummate a business combination would be in jeopardy.

We currently do not have an operating business, but also do not intend to pursue a course of complete liquidation and dissolution, and accordingly, the value of your shares may decrease.

We currently do not have any operating business.  We continue to incur operating expenses while we consider alternative operating plans. These plans may include entering into a business combination with other operating companies, or developing a completely new line of business. We have not yet identified any such opportunities, and thus, you will not be able to evaluate the impact of such a business strategy on the value of your stock. In addition, we cannot assure you that we will be able to identify any appropriate business opportunities. Even if we are able to identify business opportunities that our Board deems appropriate, we cannot assure you that such a strategy will provide you with a positive return on your investment, and it may in fact result in a substantial decrease in the value of your stock. These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.

We may not be able to identify or fully capitalize on any appropriate business opportunities.

We have not yet identified any appropriate business opportunities, and, due to a variety of factors outside of our control, we may not be able to identify or fully capitalize on any such opportunities. These factors include:

• competition from other potential acquirors and partners of and investors in potential acquisitions, many of whom may have greater financial resources than we do;

• in specific cases, failure to agree on the terms of a potential acquisition, such as the amount or price of our acquired interest, or incompatibility between us and management of the company we wish to acquire;  

• the possibility that we may lack sufficient capital and/or expertise to develop promising opportunities,

• general economic and market conditions.

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Even if we are able to identify business opportunities that our Board deems appropriate, we cannot assure you that such a strategy will provide you with a positive return on your investment, and may in fact result in a substantial decrease in the value of your stock. In addition, if we enter into a combination with a business that has operating income, we cannot assure you that we will be able to utilize all or even a portion of our existing net operating loss carryover for federal or state tax purposes following such a business combination. If we are unable to make use of our existing net operating loss carryover, the tax advantages of such a combination may be limited, which could negatively impact the price of our stock and the value of your investment. These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.

Speculative nature of the company's proposed operations.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the business opportunity. While management will prefer to enter into a business opportunity with an entity or entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business opportunity, of which there can be no assurance, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.

Scarcity of and competition for business opportunities and combinations.

We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunity, and successfully completing a business opportunity. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.

Impracticability of exhaustive investigation; failure to meet its fiduciary obligations.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target company. The decision to enter into a business opportunity, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals and advisors associated with the business entity seeking our participation. Management may not be able to meet its fiduciary obligation to us and our stockholders due to the impracticability of completing thorough due diligence of a target company. By its failure to complete a thorough due diligence and exhaustive investigation of a target company, we are more susceptible to derivative litigation or other stockholder suits. In addition, this failure to meet our fiduciary obligations increases the likelihood of plaintiff success in such litigation.

No agreement for business opportunity or other transaction and no standards for a business opportunity has been developed; management has sole discretion regarding a business combination.

We have no current arrangement, agreement or understanding with respect to engaging in a business opportunity with a specific entity. There can be no assurance that we will be successful in identifying and evaluating suitable Business Opportunities or in concluding a business combination. Mr. Losada is our sole officer, director and as such has complete control and discretion with regard to our business and affairs. Mr. Losada has complete discretion whether we will enter into a business opportunity. Management has not identified any particular industry or specific business within an industry for evaluation by us, but is interested generally in the area of renewable energy. There is no assurance that we will be able to negotiate a business opportunity on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or wi thout which we would not consider a business opportunity with such business entity. Accordingly, we may enter into a business opportunity with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.

Continued management control, limited time availability.

While seeking a business opportunity, management anticipates devoting only a limited amount of time per month to our business. Our sole officer, Mr. Losada, devotes approximately 20 hours per month to the business affairs of the Company. We have not obtained key man life insurance on our officer/director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of our business and likelihood of continuing operations.

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Reporting requirements may delay or preclude acquisition.

Section 13 of the Exchange Act requires companies subject thereto to provide certain information about significant acquisitions including audited financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

Lack of market research or marketing organization.

We have neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by us. Even in the event demand exists for a transaction of the type contemplated by us, there is no assurance we will be successful in completing any such business opportunity.

Lack of diversification.

Our proposed operations, even if successful, will in all likelihood result in our engaging in a business opportunity with only one target company. Consequently, our activities will be limited to those engaged in by the business entity which we will merge with or acquire. Our inability to diversify its activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.

Regulation under investment company act.

Although we will be subject to regulation under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in a business opportunity which results in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject us to material adverse consequences.

Probable change in control and management.

A business opportunity involving the issuance of our common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business opportunity may require our shareholder to sell or transfer all or a portion of their common stock. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.

Reduction of percentage share ownership following business combination.

Our primary plan of operation is based upon a business opportunity with a business entity which, in all likelihood, will result in our issuing securities to shareholders of such business entity. The issuance of previously authorized and un-issued common stock of the Company would result in reduction in percentage of shares owned by our present shareholders and would most likely result in a change in control of our management.

Taxation.

Federal and state tax consequences will, in all likelihood, be major considerations in any business opportunity we may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target company; however, there can be no assurance that such business opportunity will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

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Possible reliance upon unaudited financial statements.

We will require audited financial statements from any business entity we propose to acquire. No assurance can be given however, that audited financials will be available to us prior to a completion of the business opportunity. In cases where audited financials are unavailable, we will have to rely upon un-audited information that has not been verified by outside auditors in making our decision to engage in a transaction with the business entity. The lack of the type of independent verification which audited financial statements would provide increases the risk that we, in evaluating a transaction with such a target company, will not have the benefit of full and accurate information about the financial condition and operating history of the target company. This risk increases the prospect that a business combination with such a business entity might prove to be an unfavorable one for us.

Provisions of our articles of incorporation and bylaws may delay or prevent a take-over which may not be in the best interests of our common shareholders.

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our shareholders may be called, and may delay, defer or prevent a takeover attempt.  In addition, our articles of incorporation authorize the issuance of up to 5,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors, of which no shares are currently issued and outstanding.  Our Board of Directors may, without shareholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock.

You may find it extremely difficult or impossible to resell our shares. Even if an active public market is established, we cannot guarantee you that there will ever be any liquidity in our common stock.

While our common stock is quoted on the OTC Bulletin Board, there is not an active market for our common stock and there can be no assurance that an active public market for our common stock will ever be established.  Purchasers of our shares of common stock will face significant obstacles if they wish to resell the shares. Absent an active public market for our common stock, an investment in our shares should be considered illiquid.  Even if an active public market is established, it is unlikely a liquid market will develop. Because of our relatively small size and limited revenues, the investment community may show little or no interest in our securities and investors may not be readily able to liquidate their investment, if at all. Investors seeking liquidity in a security should not purchase our shares of common stock.

The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.

Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934 (“Exchange Act”).  Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment.   In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

Not applicable to a smaller reporting company.

ITEM 2.      DESCRIPTION OF PROPERTY

We currently operate without charge out of space located at 43 South Pompano Parkway, Suite 277, Pompano Beach, Florida 33069, donated by Mr. Losada, our President and principal shareholder.  This office space is sufficient for our foreseeable needs.

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ITEM 3.      LEGAL PROCEEDINGS

There are no material legal proceedings pending against us, and none of our officers or directors is a party to any legal proceeding in which he has an interest adverse to us.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.      MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUE

                     PURCHASES OF EQUITY SECURITIES

Since October 2003, our common stock has been quoted on the OTCBB under the symbol ALFE.  The reported range of high and low bid prices for the common stock as reported on the OTCBB are shown below for the periods indicated. The quotations reflect inter- dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

	High	Low
Fiscal 2008:
January 1, 2008 through March 31, 2008	$0	$0
April 1, 2008 through June 30, 2008	$0	$0
July 1, 2008 through September 30, 2008	$0	$0
October 1, 2008 through December 31, 2008	$0	$0
Fiscal 2098
January 1, 2009 through March 31, 2009	$0	$0
April 1, 2009 through June 30, 2009	$0	$0
July 1, 2009 through September 30, 2009	$0	$0
October 1, 2009 through December 31, 2009	$0	$0

On May 12, 2010, the last sale price of our common stock as reported on the OTCBB was $0.  As of May 12, 2010, there were approximately 38 record owners of our common stock.

Dividend Policy

We have never paid cash dividends on our common stock.  Payment of dividends will be within the sole discretion of our Board of Directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition.  In addition under Florida law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Florida statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.  If, however, the capital of our company, computed in accordance with the relevant Florida statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and p aying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.  

ITEM 6.      SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

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ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION AND RESULTS OF

                     OPERATIONS

Overview

Historically and through fiscal year ended December 31, 2007 our operations consisted of those of our recently dissolved American LAC subsidiary.  During the fourth quarter of fiscal 2007 we discontinued those operations and in September 2008 dissolved American LAC, and we are now considered a "shell company" under Federal securities laws.  Our business plan is to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for our securities.  

While we are engaged in the search for a suitable candidate for a business combination, we will continue to incur general operating expenses including accounting, audit and legal fees, and transfer agent fees associated with our reporting requirements under Federal securities laws.  We will also incur expenses associated with our search for a suitable candidate for a business combination.  Shareholders’ advances will be sufficient to pay our operating expenses until such time as we are able to identify and close a business combination with an operating entity.

Results of Operations

As set forth above, our historical operations consisted of those of our recently dissolved subsidiary American LAC. During the fourth quarter of fiscal 2007 we discontinued the operations of, and in September 2008 dissolved, our American LAC subsidiary.  

Our revenues during the year ended December 31, 2008 in the amount of $21,799 represent investment income on the amounts American LAC retained on deposit which represented its statutory capital.  As described elsewhere herein, we have discontinued the operations of and dissolved our American LAC subsidiary and the statutory capital of $512,000 plus accrued interest of $6,741 was released by the Arizona Department of Insurance to us during May 2008.  Upon our receipt thereof, we used $359,200 to repay the obligations outstanding under the line of credit extended to us by our principal shareholder.  We did not report any investment income during the year ended December 31, 2009.

During the year ended December 31, 2009 and the year ended December 31, 2008 we reported general expenses of $58,465 and $125,046, respectively. General expenses are costs associated with salaries and general overhead (only in 2008) in addition to audit, legal, transfer agent and edgarizing, and other professional fees, all associated with our reporting requirements under Federal securities laws.   In addition, general expenses include interest expense attributable to our line of credit extended by our former principal shareholder (repaid in May 2008) as discussed later in this report.  There was no similar expense for 2009.  These expenses are relatively consistent from period to period.  We are now considered a "shell company" under federal securities laws and our business plan is to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for our securities.  While we are engaged in the search for a suitable candidate for a business combination, we will continue to incur accounting, audit and legal fees, and transfer agent fees associated with our reporting requirements under Federal securities laws.  We anticipate during 2010 our operating expenses will be approximately $35,000. We will also incur expenses associated with our search for a suitable candidate for a business combination.  We are not able at this time to quantify the amount of such expenses, but intend to keep them to a minimum given our limited cash resources.

Liquidity and capital resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.  At December 31, 2009 we had cash on hand of $ 0 and working capital of $ 0, as compared to cash on hand of $47,267 and working capital of $47,262 at December 31, 2008.  Our former principal shareholder, Dr. Bishop, had extended us a line of credit until August 30, 2009 in the amount of $100,000 of which no amount is outstanding as of December 31, 2009. The line of credit was terminated in September 2009 in connection with Dr. Bishop’s private sale of his shares to a third party.

Shareholder advances to the Company will fund operating expenses and our search for a suitable business partner through December 31, 2010.

9

Net cash used in continuing operations for the year ended December 31, 2009 was $47,267. During the period we used cash to fund our net loss of $58,465 which was offset by an increase of accounts payable and accrued expenses of $11,198.  Net cash used in continuing operations for the year ended December 31, 2008 was $216,790. During the period we used cash to fund our net loss of $103,247 and to pay $96,825 which represented amounts due under payables to insurers which represented a timing difference when certain costs associated with the annuity contracts held by our American LAC subsidiary were recognized, which were offset by decreases in amounts receivable of $8,380 which represents amounts paid in connection with the discontinuation of American LAC by the reinsurers and increases in accrued investment income of $1,754 and accounts payable and accrued expenses of $26,852.

Net cash used in financing activities for the year ended December 31, 2009 was $0 compared to $359,200 for the year ended December 31, 2008 which represented the repayment of amounts due under the line of credit extended by our principal shareholder.

Our ability to continue as a going concern is dependent on our ability to identify and close a business combination with an operating entity.  We have not yet identified any such opportunities, and we cannot assure you that we will be able to identify any appropriate business opportunities, or, if identified, that we will be able to close a transaction which is inevitably beneficial to our shareholders.  In addition, as it is likely that if we enter into a business combination the structure of the transaction will be such that the approval of our shareholders is not necessary before the transaction is closed.  As such, our shareholders are relying entirely upon the judgment of our management in structuring a transaction which provides some benefit to our shareholders.

New Accounting Pronouncements

ASC 105, Generally Accepted Accounting Principles (“ASC105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162)  reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

ASC 855. Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized” Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore, are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods after June 15, 2009. The Company implemented the guidance in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05,”Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.

In September 2009, the FASB issued ASC update No. 2009-12, Fair value Measurements and Disclosures (Topic820): Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. The amendments in this update are effective for interim and annual periods after December 15, 2009. The implementation of ASC 2009-12 did not have a material effect on the Company’s financial position or results of operations.

10

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfer of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No.166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfer of financial assets. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect Statement No. 166 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. Statement No. 167 is effective as of the beginning of the first annual period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material effect on its financial position or results of operations.

In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements. The changes become effective January 1, 2011. As the Company has no such arrangements, the Company has determined that these changes will have no impact of its financial statements.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are contained in pages F-1 through F-9, which appear at the end of this annual report.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

                     DISCLOSURE

None.

ITEM 9A(T).  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events.  Based on his evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chi ef Executive Officer who also serves as our principal financial and accounting officer has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of a material weakness in our disclosure controls and procedures. The material weakness identified was that our accounting resources are not adequate to allow sufficient time to (i) perform a review of the supporting financial statement disclosure schedules independent of the preparer and (ii) adequately prepare for our annual audit. Inadequate levels of accounting personnel have also caused us difficulty in filing our annual reports with the Securities and Exchange Commission within the required time frame.  Due to this material weakness, in preparing our financial statements for the year ended December 31, 2009 we performed additional analysis and other post close procedures to ensure that such financial statements were stated fairly in all material respects in accordance with U.S. generally accepted accounting principles.  We do not expect our disclosure controls and procedures to be effective until such time as we complete an acquisition of an operating company and even then there are no assurances that our disclosure controls and procedures will be adequate in future periods.

11

Management's Report on Internal Control Over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework.  Based on this assessment, our management has concluded that as of December 31, 2008, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the material weaknesses indentified in our disclosure controls and procedures as described earlier in this section.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting.  There have been no changes in our internal control over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.      OTHER INFORMATION

None.

PART III

ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Name	Age	Position
Manuel B. Losada	45	President and Director

Manuel B. Losada. Since August 2009, Mr. Losada has been a director, and since September 2009 has been President of our company. Since July 2009, Mr. Losada, has served as President of MedPro Associates Inc., a Denver, Colorado-based independent representative organization that specializes in representing manufacturers in the hospital, long-term care and physician, dental and veterinary markets directly and through distribution channels. From August 2005 until April 2009, Mr. Losada served as Vice-President of Sales and Marketing for Medical Action Industries Inc. (Nasdaq: MDCI), a Brentwood, New York-based manufacturer of medical/surgical products servicing the hospital, lab, alternate care and long-term care markets. From September 2004 to August 2005, Mr. Losada was Chief Sales Officer for  B. Braun Medical, Bethlehem , PA, a medical device manufacturer. Mr. Losada received his Bachelor of Science degree from Montclair State University, Montclai r, New Jersey, in 1986 and a Certification in Materials Management from Bloomfield College, Bloomfield, New Jersey, in 1995. Since August 2008, Mr. Losada has been a director of Trans Global Group (TGGI:PK) a company which files reports with the SEC. He has served as a member of the Hospital Industry Distributor Association (HIDA) since 1992 and as a past chairman of the HIDA Hospital Advisory Council, as well as a past board member and secretary of the Healthcare Management Manufacturers Council and a member of the Health Industry Group Purchasing Association.

12

Director Compensation

The following table provides information concerning the compensation of our directors for the fiscal year ended December 31, 2009:

DIRECTOR COMPENSATION
Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Non-Qualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Dr. Archer W. Bishop	0	0	0	0	0	0	0
Lila K. Pfleger	0	0	0	0	0	0	0
Dr. John Bell	0	0	0	0	0	0	0
Manuel B. Losada	0	0	0	0	0	0	0

Dr. Bishop resigned as a director in August 2009.  Ms. Pfleger resigned as a director in September 2009. Dr. Bell passed way in April 2009. Mr. Losada has been a director since September 2009.

We do not pay fees to directors for their attendance at meetings of the Board of Directors or of committees; however, we may adopt a policy of making such payments in the future.  We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Exchange Act during the fiscal year ended December 31, 2009 and Forms 5 and amendments thereto furnished to us with respect to the fiscal year ended December 31, 2009, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% of greater shareholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2008 except the filing of a Form 5 for the year ended 12-31-09 by Dr. John Bell, Dr. Archer W. Bishop and Lila K. Pfleger in connection with the transactions pursuant to the Stock Purchase Agreement dated August 28, 2009.

Code of Business Conduct and Ethics

Effective March 1, 2004, our Board of Directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President, as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

▪ honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

▪ full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

▪ compliance with applicable governmental laws, rules and regulations;

▪ the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

▪ accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our President with respect to any matter that may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's Board of Directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our President.

13

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws.  Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's President.  If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the President, the incident must be reported to any member of our Board of Directors.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good fait h the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14 to this report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: American Life Holding Company, Inc., 4823 Old Kingston Pike, Suite 140, Knoxville, Tennessee 37919.

Committees Of The Board Of Directors

In August 2002, we established an Audit Committee of our Board of Directors. Since the death of Dr. John Bell in April 2009, the sole member of the audit committee was Lila K. Pfleger. As disclosed elsewhere in this report, Ms. Pfleger, who is not an independent director, resigned on September 1, 2009. Inasmuch as, at the present time, the sole director of the Company is Manuel B. Losada, and since Mr. Losada is not an independent director, the Company has determined to suspend the duties of its audit committee with the intention of evaluating reactivation of the audit committee at such time as the Company emerges from “shell” status and commences revenue-producing activities.

The Audit Committee was formed to assist the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence and performance of our independent auditors, the performance of our internal audit function and our compliance with legal and regulatory requirements. The Audit Committee operated in accordance with a written charter adopted by the Board.  The Company does not have an "audit committee financial expert" within the meaning of the applicable regulations of the Securities and Exchange Commission promulgated pursuant to the Sarbanes-Oxley Act of 2002.  In general, an “audit committee financial expert” is an individual member of the audit committee or board of directors who:

▪ understands generally accepted accounting principles and financial statements,

▪ is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

▪ has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

▪ understands internal controls over financial reporting, and

▪ understands audit committee functions.

Our Board of Directors has not established any other committees, including a nominating committee, a corporate governance committee or a compensation committee, which such functions along with the functions of the audit committee are undertaken by our Board of Directors as a group. Because our small size and scope of our operations, our Board of Directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.  Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees.  We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed.  Our Board has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors.  Given our relative size, closely held nature and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future.  While there have been no nominations of additional directors proposed, in the event such a proposal is made, all membe rs of our Board will participate in the consideration of director nominees.  

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ITEM 11.      EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for

• our principal executive officer or other individual serving in a similar capacity;

• our principal financial officer or other individual serving in a similar capacity;

• our two most highly compensated executive officers other than our principal executive officer and principal financial officer who were serving as executive officers at September 30, 2009 as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, whose compensation exceed $100,000; and

• up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at September 30, 2009.

For definitional purposes these individuals are sometimes referred to as the “named executive officers”.  The value attributable to any stock or option awards is computed in accordance with ASC Topic 718 (formerly FAS 123R).  None of our named executive officers received compensation in the form of Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings, or any other forms of Compensation in excess of the $10,000 in the aggregate in the 2009 transition period and 2008.  The amounts reflected in columns (d) and (e) represent the dollar amount recognized for financial statement reporting purposes with respect to the 2009 transition period and 2008 for the fair value of securities granted in each respective year in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.  These amounts reflect our accou nting expense for these awards, and do not correspond to the actual value that may be realized upon exercise.

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compen- sation ($) (g)	Non- qualified Deferred Compen- sation Earnings ($) (h)	All Other Compen- sation ($) (i)	Total ($) (j)
Manuel B. Losada	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0
Lila K. Pfleger	2009	0	0	0	0	0	0	0	0
	2008	37,800	0	0	0	0	0	0	37,800

Mr. Losada has served as our President since September 1, 2009. He serves at the pleasure of the Board of Directors, of which he is a member.  We are not a party to an employment or similar compensation agreement with Mr. Losada.  

Mrs. Pfleger served as our President from March 2004 to September 1, 2009 and President of our dissolved former American LAC subsidiary from September 2004 to its dissolution in September 2008.  We were not a party to an employment or similar compensation agreement with Mrs. Pfleger.  The amount of salary paid to her in each of the last two fiscal years was determined at the discretion of our Board of Directors based upon the time she devoted to our business and operations.   

15

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2009:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OPTION AWARDS						STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Manuel Losada	0	0	0	NA	NA	0	0	0	0
Lila Pfleger	0	0	0	NA	NA	0	0	0	0

2002 Stock Option Plan

Our 2002 Stock Option Plan was adopted by our Board of Directors and the holders of a majority of issued and outstanding capital stock in August 2002.  Under the plan, we have reserved an aggregate of 2,000,000 shares of common stock for issuance pursuant to options granted under the plan.  As of the date of this annual report, there are no options outstanding under the plan.

The stated purpose of the plan is to increase our employees', advisors', consultants' and non-employee directors' proprietary interest in the company, and to align more closely their interests with the interests of our shareholders, as well as to enable us to attract and retain the services of experienced and highly qualified employees and non-employee directors. The plan is administered by our Board of Directors who will determine, from time to time, those of our officers, directors, employees and consultants to whom options will be granted, the terms and provisions of the respective options, the dates such options will become exercisable, the number of shares subject to each option, the purchase price of such shares and the form of payment of such purchase price. All questions relating to the administration of the plan, and the interpretation of its provisions are to be resolved at the sole discretion of the Board of Directors.

Options to purchase common stock may be issued under the Plan. Options granted under the plan may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or options that do not so qualify. In addition, the plan also allows for the inclusion of a reload option provision which permits an eligible person to pay the exercise price of the plan option with shares of common stock owned by the eligible person and receive a new plan option to purchase shares of common stock equal in number to the tendered shares. Any incentive stock option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of such grant, but the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of our common stock must be at least 110% of such fair market value as determined on the date of the grant.

The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors, provided that no plan option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive stock option granted to an eligible employee owning more than 10% of our common stock, no more than five years after the date of the grant. In any case, the exercise price of any incentive stock option granted under the plan will not be less than the fair market value of the common stock on the date of grant, or less than 110% of fair market value on the date of grant for options granted to an eligible employee owning more than 10% of our common stock. The exercise price of non-qualified options will be determined by the Board of Directors.

16

The per share purchase price of shares subject to plan options granted under the plan may be adjusted in the event of certain changes in our capitalization, but any such adjustment shall not change the total purchase price payable upon the exercise in full of plan options granted under the plan. Our officers, directors and employees of and consultants to our company and our subsidiaries will be eligible to receive non-qualified options under the plan. Only our officers, directors and employees who are employed by us or by any subsidiary are eligible to receive incentive stock options.

All plan options are non-assignable and non-transferable, except by will or by the laws of descent and distribution, and during the lifetime of the optionee, may be exercised only by the optionee. If an optionee's employment is terminated for any reason, other than optionee's death or disability or termination for cause, or if an optionee is not our employee but is a member of our Board of Directors and optionee's service as a director is terminated for any reason, other than death or disability, the plan option granted to the optionee will lapse to the extent unexercised on the date of termination, unless otherwise provided for at the time of grant. If the optionee dies during the term of his or her employment, the plan option granted to the optionee will lapse to the extent unexercised on the earlier of the expiration date of the plan option or the date one year following the date of the optionee's death. If the optionee is permanently and totally disabled within the meaning of Section 422(c)(6) of the Internal Revenue Code, the plan option granted to him or her lapses to the extent unexercised on the earlier of the expiration date of the option or one year following the date of the disability.

The Board of Directors may amend, suspend or terminate the plan at any time, except that no amendment shall be made which:

▪ increases the total number of shares subject to the plan or changes the minimum purchase price thereof (except in either case in the event of adjustments due to changes in our capitalization),

▪ affects outstanding plan options or any exercise right thereunder,

▪ extends the term of any plan option beyond 10 years, or

▪ extends the termination date of the plan.

Unless the plan has been suspended or terminated by the Board of Directors, the plan will terminate on 10 years from the date of the plan's adoption. Any such termination of the plan will not affect the validity of any plan options previously granted thereunder.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth securities authorized for issuance under equity compensation plans, including individual compensation arrangements, by us under our 2002 Stock Option Plan and any compensation plans not previously approved by our shareholders as of December 31, 2009.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Plan category
Plans approved by our shareholders:
2002 Stock Option Plan	0		2,000,000
Plans not approved by our shareholders	49,500	$10.00	0

The securities included in the foregoing table under "Plans not approved by our shareholders" represent warrants to purchase shares of our common stock granted in 2002 in exchange for warrants of our dissolved former American LAC subsidiary which had been previously granted as compensation and which were outstanding at the time of the share exchange described elsewhere herein.  These warrants, which have anti-dilution protection in the event of stock splits and recapitalization, are exercisable in perpetuity.  

17

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

                       STOCKHOLDER MATTERS

At May 12, 2010 we had 391,449 shares of our common stock issued and outstanding.  The following table sets forth information regarding the beneficial ownership of our common stock as of May 12, 2010 by:

• each person known by us to be the beneficial owner of more than 5% of our common stock;

• each of our directors;

• each of our executive officers; and

• our executive officers, directors and director nominees as a group.

Unless otherwise indicated, the business address of each person listed is in care of 43 South Pompano Parkway, Suite 277, Pompano Beach, Florida 33069.  Under securities law, a person is considered a beneficial owner of any securities that the person owns or has the right to acquire beneficial ownership of within 60 days. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Manuel B. Losada	342,017	87.4%
All officers and directors as a group (one person)	342,017	87.4%
Stanley P. Brown	45,018(1)	10.3%

¹           The number of shares beneficially owned by Mr. Brown includes 42,000 shares of our common stock underlying warrants exercisable at $10.00 per share which are exercisable in perpetuity.  Mr. Brown, whose address is  7102 Cheshire Drive, Knoxville, Tennessee  37919, resigned as an officer of our company in October 2004.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On August 30, 2007 Dr. Archer W. Bishop, Jr., formerly a principal shareholder and Chairman of our Board of Directors, extended to us a one year $300,000 line of credit due August 30, 2008 which carried interest at the rate of prime plus one percent (1%), adjusted quarterly on each of March 31, June 30, September 30 and December 31 of each year that this note remained outstanding.  We used the funds available under the line of credit for general working capital.

In December 2007 Dr. Bishop increased the amount available under the line of credit to $400,000 and we issued him a new note in satisfaction of the August 2007 note.  This new note, which otherwise contained the same terms as the note issued in August 2007, matured on August 30, 2008, which on August 30, 2008 was revised to reduce the amount available to $100,000 and extend the maturity date to August 30, 2009.  In May 2008 we used a portion of the proceeds in the amount of $388,042 which American LAC received from the refund of its statutory capital to satisfy in full the amounts outstanding under the note. The line of credit and note terminated August 28, 2009 pursuant to the terms of the Stock Purchase Agreement dated August 28, 2009.  See “Change of Control”.

Director Independence

We do not have an “independent” director as defined in Marketplace Rule 5605 of The NASDAQ Stock Market, Inc..

18

ITEM 14.      PRINCIPAL ACCOUNTING FEES AND SERVICES

Henderson Hutcherson & McCullough, PLLC served as our independent registered public accounting firm for our fiscal years ended December 31, 2008 and 2009.  The following table shows the fees that were billed for the audit and other services provided by these firms for fiscal 2009 and 2008.

	Fiscal 2009	Fiscal 2008
Audit Fees	$   7,700	$   8,000
Audit-Related Fees	0	0
Tax Fees	0	0
All Other Fees	0	0
Total	$   7,700	$   8,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

Tax Fees — This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2009 were pre-approved by the entire Board of Directors.

19

PART IV.

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.	Description of Exhibit
2.1	Share Exchange Agreement dated June 22, 2002 (1)
3.1	Articles of Incorporation(1)
3.2	Amended and Restated Articles of Incorporation(1)
3.3	Articles of Amendment to the Amended and Restated Articles of Incorporation(1)
3.4	By-Laws(1)
3.5	Articles of Amendment to the Amended and Restated Articles of Incorporation(1)
10.1	Reinsurance Agreement with Allianz Life Insurance Company of North American, and addendums (1)
10.2	Annuity Retrocession Agreement with Hanover Reassurance Company of North America(1)
10.3	Amendment III Termination and Recapture Amendment to the Annuity Retrocession Agreement between The American Life and Annuity Company, Inc. and Reassurance Company of Hannover (now known as Hannover Life Reassurance Company of America)(5).
10.4	Recapture and Release Agreement between The American Life and Annuity Company, Inc. and Allianz Life Insurance Company of North America (5)
10.5	American Life Holding Company, Inc. 2002 Stock Option Plan(1)
10.6	Unsecured Revolving Credit Note (Renewal) in the principal amount of $400,000
14.1	Code of Ethics(3)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

*      filed herewith

(1)	Incorporated by reference to registration statement on Form SB-2, SEC file number 333-99415, as amended, and as declared effective by the SEC on February 12, 2003.
(2)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended September 30, 2004.
(3)	Incorporated by reference to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.
(4)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended June 30, 2006.
(5)	Incorporated by reference to the Current Report on Form 8-K as filed on December 28, 2007.
(6)	Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended September 30, 2007.

20

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	American Life Holding Company, Inc.
May 12, 2010	By:	/s/ Manuel B Losada
		Manuel B. Losada, President, director, principal executive officer, principal financial and accounting officer

In accordance with the Exchange Act, 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/ Manuel B Losada Manuel B. Losada	President, director, principal executive officer, principal financial and accounting officer	May 12, 2010

21

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

American Life Holding Company, Inc.

We have audited the accompanying balance sheets of American Life Holding Company, Inc. as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended.  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 audits.

We conducted our audits in accordance with the 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. 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 presentation. We believe that our audits provide 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 American Life Holding Company, Inc. as of December 31, 2009 and 2008, and the  results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the financial statements, the Company’s lack of cash, losses, negative working capital, and shareholders’ deficit raise substantial doubt about its ability to continue as a going concern.  The 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

\s\ Henderson, Hutcherson & McCullough, PLLC

Chattanooga, Tennessee

May 12, 2010

F-1

American Life Holding Company, Inc.

Balance Sheet

December 31, 2009 & 2008

	December 31,
		2009			2008
ASSETS
Current assets
Cash	$	—		$	47,267
Total current assets	$	—		$	47,267
TOTAL ASSETS	$	—		$	47,267
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	11,203		$	5
Total current liabilities	$	11,203		$	5
Stockholders' equity (deficit)
Common stock, $.001 Par Value, 100,000,000 shares authorized, 391,449 shares outstanding	$	392		$	392
Additional paid in capital	$	3,082,809		$	3,082,809
Accumulated deficit	$	(3,094,404	)	$	(3,035,939	)
Total stockholders' equity (deficit)	$	(11,203	)	$	47,262
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	—		$	47,267

The accompanying Notes are an integral part of the Financial Statements

F-2

American Life Holding Company, Inc.

Statements of Operations

For the Years December 31, 2009 & 2008

	December 31,
	2009			2008
Interest income	$	—		$	21,799
Expenses:
Interest expense		—			7,770
General & administrative expense		58,197			117,126
Taxes, licenses and other		268			150
Total operating expenses		58,465			125,046
Net Income (loss)	$	(58,465	)	$	(103,247	)
Basic and diluted loss per share	$	(0.15	)	$	(0.26	)
Weighted average shares outstanding		391,449			391,449

The accompanying Notes are an integral part of the Financial Statements

F-3

American Life Holding Company, Inc.

Statement of Changes in Stockholders' Equity

For the Years Ended December 31, 2009 and 2008

	Common Stock			Additional Paid-in		Accumulated
	Shares	Amount		Capital		Deficit			Total
Balance 1-1-2008	391,449	$	392	$	3,082,809	$	(2,932,692	)	$	150,509
Net loss							(103,247	)		(103,247	)
Balance 12-31- 2008	391,449		392		3,082,809		(3,035,939	)		47,262
Net loss							(58,465	)		(58,465	)
Balance 12-31-2009	391,449	$	392	$	3,082,809	$	(3,094,404	)	$	(11,203	)

The accompanying Notes are an integral part of the Financial Statements

F-4

American Life Holding Company, Inc.

Statement of Cash Flows

For the Years Ended December 31, 2009 & 2008

	December 31,
	2009			2008
OPERATING ACTIVITIES
Net loss	$	(58,465	)	$	(103,247	)
(Increase) decrease in:
Due from Insurer		—			8,380
Accrued interest		—			1,754
Increase (decrease) in:
Payable to insurer		—			(96,825	)
Accounts payable and accrued expenses		11,198			(26,852	)
Net cash provided (used) by operating activities		(47,267	)		(216,790	)
FINANCING ACTIVITIES
Draws on (repayments of) stockholder note		—			(359,200)
Net cash used by Financing Activities		—			(359,200	)
Decrease in cash and cash equivalents		(47,267	)		(575,990	)
Cash and cash equivalents, beginning of the period		47,267			623,257
Cash and cash equivalents, end of period	$	—		$	47,267

The accompanying Notes are an integral part of the Financial Statements

F-5

American Life Holding Company, Inc.

Notes to Financial Statements

December 31, 2009 and 2008

NOTE 1 – BASIS OF PRESENTATION

In 2009, the financial statements include the accounts of American Life Holding Company Inc. (“ACH”). In 2008 the financial statements include the accounts of ACH and the operations of its dissolved former subsidiary, The American LAC, Inc. (“ALAC”) for six months of the year ended December 31, 2008. All intercompany balances have been eliminated.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management all adjustments considered necessary for a fair presentation have been included. As a result of the discontinuation and dissolution of the Company’s subsidiary, the Company currently has no operations and is considered a “shell company” under Federal securities laws. The company intends to acquire assets or shares of an entity actively engaged in a business generating revenues in exchange for the Company’s securities.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash

The Company considers cash on hand, deposits in banks, certificates of deposit and investments with original maturities of three months or less to be cash and cash equivalents.

Investments

At December 31, 2009 there were no investments. At December 31, 2008 the Company’s investments included only interest bearing cash.

Income Taxes

The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Income Per Share

Basic EPS is calculated as income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the “if converted” method for convertible securities and the “treasury stock” method for options and warrants. For the years ended December 31, 2009 and 2008 all securities convertible into common shares were anti-dilutive.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.

F-6

American Life Holding Company, Inc.

Notes to Financial Statements

December 31, 2009 and 2008

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet identified ongoing operations and is considered a “shell” company. The lack of cash, losses, negative working capital, and shareholders deficit raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, capital resources. Management plans to identify an industry in which to invest and begin operating within this “shell” company. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually obtain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.

NOTE 3 – NEW ACCOUNTING PRONOUNCEMENTS

ASC 105, Generally Accepted Accounting Principles (“ASC105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

ASC 855. Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized” Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore, are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may requ ire disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods after June 15, 2009. The Company implemented the guidance in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05,”Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.

In September 2009, the FASB issued ASC update No. 2009-12, Fair value Measurements and Disclosures (Topic820): Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. The amendments in this update are effective for interim and annual periods after December 15, 2009. The implementation of ASC 2009-12 did not have a material effect on the Company’s financial position or results of operations.

F-7

American Life Holding Company, Inc.

Notes to Financial Statements

December 31, 2009 and 2008

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfer of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No.166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfer of financial assets. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect Statement No. 166 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. Statement No. 167 is effective as of the beginning of the first annual period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material effect on its financial position or results of operations.

In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements. The changes become effective January 1, 2011. As the Company has no such arrangements, the Company has determined that these changes will have no impact of its financial statements.

NOTE 4 – STATEMENT OF CASH FLOWS SUPPLEMENTARY DISCLOSURE

Interest of $0 and $27,642 was paid during the year ended December 31, 2009 and 2008, respectively. No income taxes were paid in any period presented.

NOTE 5 – DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of financial instrument for which it is practicable to estimate value. Cash is carried at cost, which is a reasonable estimate of fair value.

NOTE 6 – INCOME TAXES

Income tax benefit (expense) attributable to income (loss) before income taxes differed from the amounts computed by applying the United States of America federal tax rate of 34% to income (loss) before income taxes as a result of the following:

	2009		2008
Computed expected income tax benefit	$	18,103	$	35,104
State taxes		2,900		6,700
Valuation allowance		(21,003)		(41,408)
	$	—	$	—

Deferred taxes are determined between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.

Management continuously estimates the realizability of its deferred tax assets based on its assessment of the sufficiency of future revenue streams. Due to the “shell” status of the Company, future revenue streams are uncertain. Additionally, the IRS imposes limitations on the use of loss carry forwards if the Company incurs a change in control.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve-months ended December 31, 2009 and 2008, or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. The 2009 tax return has not been filed or extended timely.

F-8

American Life Holding Company, Inc.

Notes to Financial Statements

December 31, 2009 and 2008

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, $.001 par value per share, of which 391,449 shares are issued and outstanding and 5,000,000 shares of preferred stock, par value $.001 per share, of which 250,000 shares have been designated as Series A Preferred Stock. The remaining 4,750,000 shares of preferred stock remain without designation.

The Company has outstanding warrants to employees and non-employees allowing the purchase of stock at a price of $10.00 per share. None of the 49,500 non-employee warrants exceeded market value as of the date of the grant, have been exercised.

Information regarding the warrants for 2009 and 2008 is as follows:

	2009		2008
	Weighted Average		Weighted Average
	Shares	Exercise Price	Shares	Exercise Price
Options outstanding, beginning of year	55,500	$ 10.00	55,500	$ 10.00
Options cancelled	6,000	10.00	—	n/a
Options exercised	—	n/a	—	n/a
Options granted	—	n/a	—	n/a
Options outstanding, end of year	49,500	$ 10.00	55,500	$ 10.00
Options exercisable, end of year	49,500	$ 10.00	55,500	$ 10.00

	2009	2008
Option price range, end of year	$ 10.00	$ 10.00
Option price range, exercised shares	n/a	n/a
Options available for grant at end of year	—	—
Weighted average fair value of options granted during the year	n/a	n/a

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated events and transactions subsequent to the balance sheet date through the date of the auditor’s report (the date the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure.

NOTE 9 – RECLASSIFICATIONS

Certain line items have been reclassified from the 2008 presentation for the ease of comparison with the 2009 presentation. This has resulted in no change to the balance sheet, net income or stockholders' equity.

F-9

EX-31

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Manuel B. Losada, certify that:

1.           I have reviewed this annual report on Form 10-K for the year ended December 31, 2009 of American Life Holding Company, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances 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 small business issuer as of, and for, the periods presented in this report;

4.           The small business issuer’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 15-d-15(f)) for the small business issuer 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 small business issuer, 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 small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

5.           The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

May 12, 2010 By: /s/ Manuel B Losada Manuel B. Losada, President, principal executive officer

EX-31

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Manuel B. Losada, certify that:

1.           I have reviewed this annual report on Form 10-K for the year ended December 31, 2009 of American Life Holding Company, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances 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 small business issuer as of, and for, the periods presented in this report;

4.           The small business issuer’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 15-d-15(f)) for the small business issuer 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 small business issuer, 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 small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

5.           The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

May 12, 2010 By: /s/ Manuel B Losada Manuel B. Losada, President, principal financial and accounting officer

EX-32

Exhibit 32.1

Section 1350 Certification

In connection with the annual report of American Life Holding Company, Inc. (the "Company") on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission (the "Report"), I, Manuel B. Losada, President of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

May 12, 2010 /s/ Manuel B. Losada Manuel B. Losada, President, principal executive officers, principal financial and accounting officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement 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.