China Shengda Packaging (CPGI) 10-Q 2009 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____________ to _____________

COMMISSION FILE NUMBER 333-148232

HEALTHPLACE CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA	26-1559574
(State or other jurisdiction of incorporation or	(IRS Employer Identification Number)
organization)

8264 Key Royal Cir., #833, Naples, FL  34119

(Address of principal executive offices)

(239) 206-4532
(Issuer's telephone number)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files).  Yes [  ]  No [X] Not required

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

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

Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As at May 10, 2009 there were 2,430,000 common shares issued and outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS.

The accompanying interim unaudited financial statements of Healthplace Corporation (a Nevada corporation) are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended June 30, 2008, included in a Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 29, 2008. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the nine months ended March 31, 2009, are not necessarily indicative of the operating results that may be expected for the full year ending June 30, 2009.

HEALTHPLACE CORPORATION

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)

Healthplace Corporation

(A Development Stage Company)

Balance Sheets

ASSETS

				As of		As of
				March 31,		June 30,
				2009		2008
				(Unaudited)		(Audited)
	CURRENT ASSETS
		Cash and cash equivalents	$	1,128	$	10,000
	TOTAL ASSETS		$	1,128	$	10,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable and accrued liabilities	$	11,074	$	5,315
	TOTAL LIABILITIES			11,074		5,315
	STOCKHOLDERS' EQUITY (DEFICIT)
	Capital Stock(Note 3)
		Authorized:
		100,000,000 preferred shares, $0.001 par value
		100,000,000 common shares, $0.001 par value
		Issued and outstanding shares:
		2,430,000 common shares		2,430		2,430
		Capital in excess of par value		29,070		29,070
		Deficit accumulated during the development stage		(41,446)		(26,815)
	Total Stockholders' Equity (Deficit)			(9,946)		4,685
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	1,128	$	10,000

-The accompanying notes are an integral part of these financial statements -

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Healthplace Corporation

(A Development Stage Company)

 Interim Statements of Operations

(Unaudited)

											Cumulative
											From Inception
											(March 16, 2007) to
			Three Months Ended March 31,				Nine Months Ended March 31,				March 31,
			2009		2008		2009		2008		2009
REVENUES		$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES
	Professional fees		4,320		2,960		12,210		11,463		37,090
	General and administrative		899		411		2,421		506		4,356
Total Operating Expenses			5,219		3,371		14,631		11,969		41,446
Other Income (Expense)			-		-		-		-		-
Net Loss Applicable to
Common Shares		$	(5,219)	$	(3,371)	$	(14,631)	$	(11,969)	$	(41,446)
PER SHARE DATA:
	Basic and diluted loss per
	common share	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
	Weighted average number of
	common shares outstanding		2,430,000		2,430,000		2,430,000		2,291,496

-The accompanying notes are an integral part of these financial statements -

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Healthplace Corporation

(A Development Stage Company)

Interim Statement of Changes in Stockholders’ Equity (Deficit)

For the Period of March 16, 2007 (Inception) to March 31, 2009

							Deficit
							Accumulated
					Capital in		During the
	Common Stock				Excess of		Development
	Shares		Amount		Par Value		Stage			Total
Inception - - March 16, 2007		-	$	-	$	-	$	-	$	-
Common shares issued to an officer and
director at $0.005 cash per share, March 17, 2007		400,000		400		1,600		-		2,000
Common shares issued to officers and
directors at $0.01 cash per share, May 25, 2007		1,800,000		1,800		16,200		-		18,000
Loss for the period		-		-		-		(7,036)		(7,036)
Balance - - June 30, 2007(Audited)		2,200,000		2,200		17,800		(7,036)		12,964
Common shares issued to unaffiliated investors
at $0.05 cash per share, December 13, 2007		230,000		230		11,270		-		11,500
Loss for the year		-		-		-		(19,779)		(19,779)
Balance – June 30, 2008(Audited)		2,430,000		2,430		29,070		(26,815)		4,685
Loss for the period		-		-		-		(14,631)		(14,631)
Balance – March 31, 2009(Unaudited)		2,430,000	$	2,430	$	29,070	$	(41,446)	$	(9,946)

-The accompanying notes are an integral part of these financial statements -

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Healthplace Corporation

(A Development Stage Company)

Interim Statements of Cash Flows

(Unaudited)

							Cumulative
							From Inception
							(March 16, 2007) to
			Nine Months Ended March 31,				March 31,
			2009		2008		2009
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss for the period		$	(14,631)	$	(11,969)	$	(41,446)
	Changes in Operating Assets and Liabilities:
	Increase in accounts payable and accrued liabilities			5,759		6,867		11,074
		Net Cash Used in Operating Activities		(8,872)		(5,102)		(30,372)
CASH FLOWS FROM INVESTING ACTIVITIES
		Net Cash Provided by (Used in) Investing Activities		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
	Common stock issued for cash			-		11,500		31,500
		Net Cash Provided by Financing Activities		-		11,500		31,500
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(8,872)		6,398		1,128
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				10,000		15,482		-
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	1,128	$	21,880	$	1,128
Supplemental Cash Flow Disclosures:
	Cash paid for Interest		$	-	$	-	$	-
	Cash paid for Income Taxes		$	-	$	-	$	-

-The accompanying notes are an integral part of these financial statements -

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Healthplace Corporation

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2009

(Unaudited)

NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

Healthplace Corporation (the “Company”) was incorporated on March 16, 2007 in the State of Nevada, U.S.A.  It is based in Naples, Florida.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

The Company is a developmental stage company and is a web based service provider in the business of offering an online service where health practitioners (chiropractor, dentist, message therapist, occupational therapist, counselors, etc.) can access and purchase products and services to improve their work and home lives.  Books, CDs, clothing, and accessories geared to the concerns and issues of these practitioners. To date, the Company’s activities have been limited to its formation and the raising of equity capital.

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $1,128 and $10,000 in cash and cash equivalents at March 31, 2009 and June 30, 2008, respectively.

Start-Up Costs

In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

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Healthplace Corporation

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Income or (Loss) Per Share of Common Stock

The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128,“Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:

			Three Months Ended March 31,				Nine Months Ended March 31,
			2009		2008		2009		2008
Net loss		$	(5,219)	$	(3,371)	$	(14,631)	$	(11,969)
Weighted average common shares			2,430,000		2,430,000		2,430,000		2,291,496
outstanding (Basic)
	Options		-		-		-		-
	Warrants		-		-		-		-
Weighted average common shares
outstanding (Diluted)			2,430,000		2,430,000		2,430,000		2,291,496
Net loss per share (Basic and Diluted)		$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Foreign Currency Transactions

The Company’s functional and reporting currency is the US dollar.  All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date.  Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

No significant realized exchange gains or losses were recorded from inception (March 16, 2007) to March 31, 2009.

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Healthplace Corporation

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”),“Revenue Recognition in Financial Statements.”  Revenue will consist of internet sales income and will be recognized only when all of the following criteria have been met:

i)

Persuasive evidence for an agreement exists;

ii)

Delivery has occurred;

iii)

The fee is fixed or determinable; and

iv)

Revenue is reasonably assured.

Recent Accounting Pronouncements

None of the following new pronouncements has current application to the Company, but will be implemented in the Company’s future financial reporting when applicable.

In May 2008, the FASB issued SFAS No. 163,“Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60,“Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under SFAS No. 5,“Accounting for Contingencies.” This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

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Healthplace Corporation

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In May 2008, the FASB issued SFAS No. 162,“The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411,“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133.” The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

In December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This statement amends ARB No. 51 to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards of the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends).

In December 2007, the FASB issued a revision to SFAS No. 141 (revised 2007),“Business Combinations.” The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

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Healthplace Corporation

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2009

(Unaudited)

NOTE 3 -   CAPITAL STOCK (continued)

Share Issuance

Since inception (March 16, 2007), the Company has issued 400,000, 1,800,000, and 230,000 common shares at $0.005, $0.01, and $0.05 per share, respectively, resulting in total cash proceeds of $31,500, being $2,430 for par value shares and $29,070 for capital in excess of par value.  There were 2,430,000 common shares issued and outstanding at March 31, 2009.  Of these shares, 2,200,000 were issued to our directors and officers of the Company, and 230,000 were issued to unaffiliated investors.There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities.

NOTE 4 -

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from March 16, 2007 (date of inception) through March 31, 2009 of $41,446 will begin to expire in 2027. Accordingly, deferred tax assets of approximately $14,500 were offset by the valuation allowance, which increased by approximately $5,500 and $4,100 during the nine months ended March 31, 2009 and 2008, respectively.

NOTE 5 -

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at March 31, 2009, the Company has a loss from operations of $14,631, an accumulated deficit of $41,446, and working capital deficiency of $9,946 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending June 30, 2009.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESUTS OF OPERATIONS

Results of Operations

We have generated no revenues since inception and have incurred $41,446 in expenses through March 31, 2009.

The following table provides selected financial data about our company for the period ended March 31, 2009.  

                 Balance Sheet Data:       

03/31/09

                 Cash                  

$    1,128

                 Total assets          

$    1,128

                 Total liabilities    

$  11,074

                 Stockholders' deficit

$   (9,946)

Plan of Operation

The following plan of operation should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Statements contained herein which are not historical facts are forward-looking statements, as that term is defined by the Private Securities Litigation Reform Act of 1995, including statements relating to our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of future performance and those actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

Our auditors have issued a going concern opinion, on our June 30, 2008, audited financial statements, as filed in our form 10-K (refer to note 5) on September 29, 2008. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues from the sale of products and no sales are yet possible.  There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources.  Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings.

Healthplace is a development stage company that has no active operations, no revenue, no financial backing and limited assets.  Our plan is to develop a web-based business offering an online service where health practitioners (chiropractors, dentists, massage therapists, occupational therapists, counselors, etc.) access products and services to improve their work and home lives.  Books, CDs, clothing, and accessories will be geared to the concerns and issues of these practitioners.  The Healthplace website will be a forum for practitioners to meet online and share ideas. We will accomplish this goal by creating a user-friendly website, whereby suppliers will

purchase advertising within their area of expertise and customers of those services will be able to search for a health practitioner.

We will start operations by contracting out the development of the website, before we will consider financing to be sufficient to hire a developer and begin further development of the website.  During the first year of operations, the 12 month period from the date of this report, Healthplace will concentrate on finding the required investment capital, develop its website, find advertisers, and market our goods and services

We have amended our original registration document to allow for additional time to complete our Offering.  Following completion of our Offering, we will contract out development of the website, advertise for and source customers to purchase advertising.  We anticipate that development of the website will take approximately three months, and sourcing customers will begin upon completion of the website. As such, we expect to generate revenues from advertising in the last two months of the first year following commencement of our extended Offering.

Upon raising sufficient funds, we will purchase one computer server and contract out the development of the website.

Once we have completed development of the website, we will begin to source health practitioners.  We will advertise for them through trade magazines and source other industry related websites, and approach them to engage in co-marketing agreements. Once we achieve a minimum of 10 health practitioners in a local market, we will release the website as a live interactive platform.  We will work on two geographical markets at one time.  We will not purchase a computer server or begin development of the website until after the close of our extended Offering.

In the event that we are unable to raise sufficient funds from our extended Offering, we will endeavor to proceed with our plan of operations by locating alternative sources of financing.  Although there are no written agreements in place, one form of alternative financing that may be available to us is self-financing through contributions from the officers and directors. While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Healthplace.

During the first year of operations, our officers and directors will also provide their labor at no charge. We do not anticipate hiring any staff during the first 12 months of operation.

The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will depend on how fast we can generate sales revenue.

At present, we do not have enough cash on hand to cover the general operating costs for the next 12 months. The majority of our cash on hand will be used to fund the completion of our extended Offering.

If we do not raise sufficient funds to proceed with the implementation of our business plan, we may have to find alternative sources of funds, like a second public offering, a private placement

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of securities, or loans from our officers or third parties (such as banks or other institutional lenders). Equity financing could result in additional dilution to then existing shareholders.

If we are unable to meet our needs for cash from either the money that we raise from our extended Offering, or possible alternative sources, then we may be unable to continue to maintain, develop or expand our operations.

We have no plans to undertake any product research and development during the next 12 months.

Description of Expenditures

The following chart details our budget for expenditures for the twelve month period. It is based on the assumption that we will raise the entire $100,000 or 100% of the funds that we seek from our Offering.

Expenditure Item
Computer Servers	10,000
Web Development	15,000
Advertising & Promotion	40,000
Initial Inventory	10,000
Professional Fees	15,000
Office and Miscellaneous Expenses	10,000
Total	$100,000

The above expenditures are defined as follows:

Computer Servers: This item refers to the amount of money that we will spend on the actual purchase of three computer servers including set-up.

Website Development: This item refers to the fees that will be paid to the software/web developer to develop the website and all the functionality necessary to sell our products and services and allow users to utilize the forum.

Advertising and Promotion:This item refers to the cost of advertising our services using trade magazines, purchasing online ads visited by health practitioners and source other industry related websites and approach them to engage in co-marketing agreements.   This item also refers to focus group testing with practitioners prior to website launch.

Initial Inventory: This item refers to an initial inventory of CD’s, books, clothing and accessories for the retail sales portion of the website.

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Professional Fees: This item refers to all legal services and accounting fees that will be incurred by the company.

Office and Miscellaneous Expenses: These are the costs of operating our offices including telephone services, mail, stationary, accounting, acquisition of office equipment and supplies, bank service fees and charges, and other miscellaneous expenses associated with running our office.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance.  We are a development stage company and have not generated revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.

At present, we do not have enough cash on hand to cover the general operating costs for the next 12 months. The majority of our cash on hand will be used to fund the completion of our extended Offering.

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Healthplace.  During the next year of operations, our officers and directors will also provide their labor at no charge.  

If we are unable to meet our needs for cash from either the money that we raise from our offering, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

We have no plans to undertake any product research and development during the next twelve months.  There are also no plans or expectations to acquire or sell any plant or plant equipment in the first year of operations.

Liquidity and Capital Resources

To meet our need for cash we are attempting to raise money from our extended Offering.  We cannot guarantee that we will be able to sell all the shares.  If we are successful the money raised will be applied to the items set forth in this plan of operations.

Our directors have agreed to advance funds as needed until the public offering is completed or failed.  While they have agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law.  

We received our initial funding of $20,000 through the sale of common stock to Rich Patterson, who purchased 400,000 shares of common stock at $0.005 on March 17, 2007, 1,300,000 shares of common stock at $0.01 on May 25, 2007, and Lissette Valiente, who purchased 500,000 shares of common stock at $0.01 on May 25, 2007.  In December 2007, we received $11,500 from 5 unrelated shareholders who purchased 230,000 shares of our common stock at $0.05 per share.  From inception until the date of this filing we have had limited operating activities.  Our financial

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statements from inception (March 16, 2007) through the period ended March 31, 2009, reported no revenues and a net loss of $41,446.  

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required by smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Internal Controls

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Richard Patterson, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Officers’ Certifications

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

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Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal controls or, to the Company's knowledge, in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the date the Company carried out this evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included with this filing.

Exhibit

Number

Description

31

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

32

Section 1350 Certifications

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HEALTHPLACE CORPORATION
	(Registrant)
May 15, 2009
_____________________________	BY:	/s/ Richard Patterson
Date
		Richard Patterson
		President, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer,  and member of the Board of Directors