U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For Fiscal Year Ended: June 30, 2009
OR
o | TRANSITION REPORT UNDER 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) | |||
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Nevada |
| 26-1559574 | |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) | |
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5616 Marigold Way, Ste 303, Naples, FL |
| 34109 | |
(Address of principal executive offices) |
| (Postal Code) | |
Registrant’s telephone number: (239) 206-4532
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
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 x No o
Indicate by check mark whether the Registrant (1) has 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 x No o
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interacti8ve Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 o No x(Not required by smaller reporting companies)
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. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerate filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filero
Accelerated Filero
Non-Accelerated Filero
Smaller reporting companyx
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
As of September 15, 2009, there were 3,038,000 shares of the Registrant's common stock, par value $0.001, issued and outstanding. Of these, 838,000 shares are held by non-affiliates of the Registrant. The market value of securities held by non-affiliates is $0.00 as our stock does not presently trade.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.
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TABLE OF CONTENTS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 26
ITEM 9A[T]. CONTROLS AND PROCEDURES
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 31
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Except for historical information, this report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues, and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Plan of Operation” and “Description of Business.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.
PART I
ITEM 1. BUSINESS
Business Development
Healthplace Corporation was incorporated in the State of Nevada on March 16, 2007, and our fiscal year-end is June 30. The company's administrative offices are located at 5616 Marigold Way, Ste 303, Naples, FL 34109, the telephone number is (239) 206-4532.
Healthplace Corporation has no revenues or active business operations, and has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities and loans from our corporate officers and directors for funding.
Healthplace has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Healthplace, its directors, officers, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.
Principal Products, Services and Their Markets
Healthplace Corporation is a web based service provider in the business of offering an online service where health practitioners (chiropractors, dentists, massage therapists, occupational therapists, counselors, etc.) can access and purchase products and services to improve their work and home lives; including books, CDs, clothing, and accessories geared to the concerns and issues of these practitioners. The Healthplace website is a forum for practitioners to meet online and share ideas. We will accomplish this goal by creating a user friendly website, whereby practitioners will be able to communicate with each other via the online chat forum, and purchase a variety of the goods and services available to them.
Distribution Methods
We will offer our services to practitioners via our website www.yourhealthplace.net.
Status of Publicly Announced New Products or Services
Healthplace currently has no new publicly announced products or services.
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Competitive Business Conditions and Strategy; Healthplace's Position in the Industry
Healthplace intends to establish itself as a competitive company in an already existing online products, services and community building market. Healthplace’s main competitors will be classified and less specific websites such as craigslist.
Our strategic approach is to offer 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, and also have the ability to communicate with each other via our online forum.
Sources and Availability of Raw Materials and Names of Principal Suppliers
Healthplace will be selling ad space on our own website and selling books, CDs and accessories from wholesalers for health practitioners. We have not currently identified any of these wholesalers.
Dependence on one or a few major customers
Healthplace's business plan is dependent upon finding health practitioners from varied fields of practice located in North America.
Patents, Trademarks, Licenses, Agreements or Contracts
There are no aspects of our business plan which require a patent, trademark, or product license. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.
Governmental Controls, Approval and Licensing Requirements
We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.
We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.
In addition, because our services will result in the distribution of advertisements over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do
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business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.
Research and Development Activities and Costs
We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.
Compliance with Environmental Laws
There are no special environmental laws for offering advertising services on the internet.
Number of Employees
Healthplace has no employees. The officers and directors are donating their time to thedevelopment of the company, and intend to do whatever work is necessary in order to bring us to the point of earning revenues. We have no other employees, and do not foresee hiring any additional employees in the near future.
Reports to Security Holders
Healthplace will voluntarily make available an annual report including audited financials on Form 10-K to security holders. We file all necessary reports with the SEC pursuant to the Exchange Act, including but not limited to, the report on Form 8-K, annual reports on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding Healthplace and filed with the SEC at http://www.sec.gov.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
Healthplace's principal place of business and corporate offices are located at 5616 Marigold Way, Ste 303, Naples, FL 34109, the telephone number is (239) 206-4532, for which we have entered into a Rental Agreement as of January 1, 2008. The office is a home office in the principle residence of a friend of Lissette Valiente, for which we pay $200 a month rent. This Agreement may be terminated by either party by written agreement at least one month prior to termination. We have access to an office space of approximately 150 sq ft. that includes computer equipment, fax machine and internet access. We have no
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intention of finding, in the near future, another office space to rent during the development stage of the company.
Healthplace does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
No public market currently exists for shares of our common stock. Now that we have completed our initial Offering, we intend to contact a market maker to file an application on our behalf to have our common stock listed for quotation on the Over-the-Counter Bulletin Board (“OTCBB”).
Of the 3,038,000 shares of common stock outstanding as of September 15, 2009, 2,200,000 shares were owned by Mr. Patterson and Ms. Valiente and may only be resold in compliance with Rule 144 of the Securities Act of 1933.
Holders
As of September 15, 2009, we have 3,038,000 Shares of $0.001 par value common stock issued and outstanding held by thirty-eight (38) shareholders of record.
Transfer Agent
We currently use Signature Stock Transfer Inc., for our common stock. Signature is located at 2632 Coachlight Court, Plano, TX 75093.
Dividends
We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our Board and will depend on our earnings, capital requirements, financial condition, and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.
Recent Sales of Unregistered Securities
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None.
Securities authorized for issuance under equity compensation plans
We do not presently maintain any equity compensation plans and have not maintained any such plans since our inception.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended June 30, 2009.
Proceeds from Registered Securities
On March 12, 2009, a post effective amendment on Form S-1 to our registration statement on Form SB-2 was declared effective by the Securities and Exchange Commission (the “SEC”) (SEC file no. 333-148232) extending our initial public offering until August 13, 2009, (as approved by the Board of Directors). On August 13, 2009 the sale under this Form S-1 of 608,000 common shares at a price of $0.05 per share for an aggregate of $30,400 was completed and the offering was closed. There was no underwriter involved in this public offering. We will use these funds as working capital for development of our business plan as explained in further detail in our plan of operation under Item 7, office and administrative expenses and professional fee payments to third parties.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
We have generated no revenues since inception and have incurred $43,651 in expenses through June 30, 2009.
The following table provides selected financial data about our company for the year ended June 30, 2009, and the period ended June 30, 2008, respectively.
6/30/09
6/30/08
Cash
$ 1,042
$ 10,000
Total assets
$ 1,042
$ 10,000
Total liabilities
$ 13,193
$ 5,315
Stockholders' equity (deficit) $(12,151)
$ 4,685
Plan of Operation
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. Although the Company believes 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. The Company cautions investors that any forward-looking statements made by the Company are not
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guarantees of future performance and that 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.
The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-K. Except for the historical information contained herein, the discussion in this Form 10-K contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-K should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-K. The Company's actual results could differ materially from those discussed here.
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, including books, CDs, clothing, and accessories geared to the concerns and issues of these practitioners. The Healthplace website,www.yourhealthplace.net, 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, hiring a developer and beginning development of the website material. During the first year of operations, the 12 month period from the date of this report, Healthplace will concentrate on applying to get its common stock quoted on the OTCBB, develop its website, find advertisers, and market our goods and services
As we have completed our initial 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 to six 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 the date of this report.
Once we have completed development of the website, we will begin to source health practitioners. We will advertise for them through trade magazines, source other industry related websites and approach the practitioners 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.
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 only have enough cash on hand to cover the general operating costs for the next 12 months, fund the completion of our offering and apply for an exchange listing.
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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 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 Offering, or possible alternative sources, then we may be unable to continue to maintain, develop or expand our operations.
Liquidity and Capital Resources
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. On August 13, 2009, we raised $30,400 from our post-effective amendment on Form S-1, from the sale of 608,000 shares to 32 unaffiliated investors. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (March 16, 2007) through the period ended June 30, 2009, reported no revenues and a net loss of $43,651.
Limited Operating History; Need for Additional Capital
The report of our auditors on our audited financial statements for the fiscal year ended June 30, 2009, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operating revenues since our inception. We have depended on sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.
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 only have enough cash on hand to cover website development and general operating costs for the next 12 months.
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, commencing from the date of this report, 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 raised 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.
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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.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HEALTHPLACE CORPORATION
(A Development Stage Company)
AUDITED FINANCIAL STATEMENTS
JUNE 30, 2009 and 2008
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HEALTHPLACE CORPORATION
(A Development Stage Company)
INDEX TO AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD OF MARCH 16, 2007 (INCEPTION) TO JUNE 30, 2009
Page(s)
Report of Independent Registered Public Accounting Firm
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Balance Sheets as of June 30, 2009 and 2008
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Statements of Operation for the year ended June 30, 2009 and 2008, and
cumulative totals from inception (March 16, 2007) to June 30, 2009
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Statement of Stockholders' Equity (Deficit) for the period of March 16, 2007 (inception)
to June 30, 2009
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Statements of Cash Flows for the year ended June 30, 2009 and 2008, and
cumulative totals from inception (March 16, 2007) to June 30, 2009
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Notes to Audited Financial Statements
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Randall N. Drake, C.P.A., P.A.
1981 Promenade Way
Clearwater, FL 33760
727.536.4863
Randall@RDrakeCPA.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Healthplace Corporation;
Naples, Florida
We have audited the accompanying balance sheets of Healthplace Corporation as of June 30, 2009 and 2008 and the related statements of operations, stockholders’ equity, and cash flows for each of the years ended June 30, 2009 and 2008 and for the period March 16, 2007 (date of inception) through June 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our 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. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2009 and 2008 and the results of its operations and its cash flows for each of the years ended June 30, 2009 and 2008 and for the period March 16, 2007 (date of inception) through June 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in footnote 5 to the financial statements, the Company has not generated revenue and has not established operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Randall N. Drake, CPA PA
Clearwater, Florida
October 1, 2009
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Healthplace Corporation
(A Development Stage Company)
Balance Sheets
As of June 30,
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| CURRENT ASSETS |
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| Cash and cash equivalents | $ | 1,042 |
| $ | 10,000 | |
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| TOTAL ASSETS | $ | 1,042 |
| $ | 10,000 | ||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
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| Accounts payable and accrued liabilities | $ | 13,193 |
| $ | 5,315 | |
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| TOTAL LIABILITIES |
| 13,193 |
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| 5,315 | ||
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| 100,000,000 preferred shares, $0.001 par value |
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| 100,000,000 common shares, $0.001 par value |
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| 2,430,000 common shares |
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| Capital in excess of par value |
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| Deficit accumulated during the development stage |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 1,042 |
| $ | 10,000 | ||
-The accompanying notes are an integral part of these financial statements -
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Healthplace Corporation
(A Development Stage Company)
Statements of Operation
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| REVENUES |
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| OPERATING EXPENSES |
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| Professional fees |
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| 13,395 |
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| 3,441 |
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|
|
|
|
|
|
|
|
| Total Operating Expenses |
|
|
|
|
|
|
|
| 16,836 |
|
| 19,779 |
|
| 43,651 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss Applicable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| Common Shares |
|
|
|
|
|
|
| $ | (16,836) |
| $ | (19,779) |
| $ | (43,651) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
| PER SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted loss per |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| common share |
|
|
|
|
|
|
| $ | (0.01) |
| $ | (0.01) |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| common shares outstanding |
|
|
|
|
|
|
|
| 2,430,000 |
|
| 2,326,027 |
|
|
| |
-The accompanying notes are an integral part of these financial statements -
16
Healthplace Corporation
(A Development Stage Company)
Statement of Changes in Stockholders’ Equity (Deficit)
For the Period of March 16, 2007 (Inception) to June 30, 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 |
|
| 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 |
| 2,430,000 |
|
| 2,430 |
|
| 29,070 |
|
| (26,815) |
|
| 4,685 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Loss for the year |
| - |
|
| - |
|
| - |
|
| (16,836) |
|
| (16,836) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Balance – June 30, 2009 |
| 2,430,000 |
| $ | 2,430 |
| $ | 29,070 |
| $ | (43,651) |
| $ | (12,151) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-The accompanying notes are an integral part of these financial statements -
17
Healthplace Corporation
(A Development Stage Company)
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
| Cumulative | |||
|
|
|
|
|
|
|
| From Inception | ||||
|
|
|
|
|
| (March 16, 2007) to | ||||||
|
|
| For the Year Ended June 30, |
| June 30, | |||||||
|
|
|
| 2009 |
| 2008 |
| 2009 | ||||
|
|
|
|
|
|
|
|
|
|
|
| |
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
| |||
|
| Net loss for the period | $ | (16,836) |
| $ | (19,779) |
| $ | (43,651) | ||
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Changes in Operating Assets and Liabilities: |
|
|
|
|
|
|
|
| ||
|
| Increase in accounts payable and accrued liabilities |
| 7,878 |
|
| 2,797 |
|
| 13,193 | ||
|
|
| Net Cash Used in Operating Activities |
| (8,958) |
|
| (16,982) |
|
| (30,458) | |
|
|
|
|
|
|
|
|
|
|
|
| |
| 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 |
| (8,958) |
|
| (5,482) |
|
| 1,042 | |||
|
|
|
|
|
|
|
|
|
|
|
| |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| 10,000 |
|
| 15,482 |
|
| - | |||
|
|
|
|
|
|
|
|
|
|
|
| |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 1,042 |
| $ | 10,000 |
| $ | 1,042 | |||
|
|
|
|
|
|
|
|
|
|
|
| |
| Supplemental Cash Flow Disclosures: |
|
|
|
|
|
|
|
| |||
|
| Cash paid for Interest | $ | - |
| $ | - |
| $ | - | ||
|
| Cash paid for Income Taxes | $ | - |
| $ | - |
| $ | - | ||
-The accompanying notes are an integral part of these financial statements -
18
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
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, massage 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 $1,042 and $10,000 in cash and cash equivalents at June 30, 2009 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.
19
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
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:
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year Ended June 30, | ||||||
|
|
|
|
|
|
|
|
|
|
| 2009 |
|
| 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to Common Shares |
|
|
|
|
|
| $ | (16,836) |
| $ | (19,779) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
|
|
|
|
| 2,430,000 |
|
| 2,326,027 | |||
outstanding (Basic) |
|
|
|
|
|
|
|
|
|
|
|
| ||
| Options |
|
|
|
|
|
|
|
|
| - |
|
| - |
| Warrants |
|
|
|
|
|
|
|
|
| - |
|
| - |
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
| |||
outstanding (Diluted) |
|
|
|
|
|
|
|
| 2,430,000 |
|
| 2,326,027 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share (Basic and Diluted) |
|
|
|
|
|
| $ | (0.01) |
| $ | (0.01) | |||
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 June 30, 2009.
20
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
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 June 2009, the FASB issued SFAS No. 168,“The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162.” FASB Statement No. 162,“The Hierarchy of Generally Accepted Accounting Principles,” which became effective on November 13, 2008, identified the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Statement 162 arranged these sources of GAAP in a hierarchy for users to apply accordingly. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding Statement 162. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. As a result, this Statement replaces Statement 162 to indicate this change to the GAAP hierarchy. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.
21
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements (continued)
In June 2009, the FASB issued SFAS No. 167,“Amendments to FASB Interpretation No. 46(R).” This Statement is to improve financial reporting by enterprises involved with variable interest entities. The Board undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003),“Consolidation of Variable Interest Entities,” as a result of the elimination of the qualifying special-purpose entity concept in FASB Statement No. 166,“Accounting for Transfers of Financial Assets,” and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Management does not believe that the pronouncement will have any effect on the Company’s financial position or results of operations.
In June 2009, the FASB issued SFAS No. 166,“Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” This Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (1) practices that have developed since the issuance of FASB Statement No. 140,“Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. Management does not believe that the pronouncement will have any effect on the Company’s financial position or results of operations.
In May 2009, the FASB issued SFAS No. 165,“Subsequent Events.” The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of this pronouncement had no impact on the Company’s financial position or results of operations.
22
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements (continued)
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. The adoption of this pronouncement had no impact on the Company’s financial position or results of operations.
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. The adoption of this pronouncement had no impact on the Company’s financial position or results of operations.
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.
23
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
NOTE 3 - CAPITAL STOCK (continued)
Share Issuance
Since inception (March 16, 2007) to June 30, 2009, 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 June 30, 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 development stage cost carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Development stage cost carryforwards generated during the period from March 16, 2007 (date of inception) through June 30, 2009 of $43,651 will be amortized, for tax purposes, in future periods. Accordingly, deferred tax assets of approximately $15,000 were offset by the valuation allowance, which increased by approximately $6,000 and $6,600 during the year ended June 30, 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 June 30, 2009, the Company has a loss from operations of $16,836, an accumulated deficit of $43,651, and working capital deficiency of $12,151 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, 2010.
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.
24
Healthplace Corporation
(A Development Stage Company)
Notes to Audited Financial Statements
June 30, 2009 and 2008
NOTE 6 -
SUBSEQUENT EVENT
Subsequent to the year end, the Company has received subscriptions for 608,000 shares from non-affiliated investors at $0.05 per share for total proceeds of $30,400. The Prospectus offering closed on August 13, 2009.
25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A[T]. CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Rich 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 annual 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, 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.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. 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 that the degree or compliance with the policies or procedures may deteriorate.
With the participation of Rich Patterson, our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, management concluded that we did maintain effective internal control over financial reporting as of June 30, 2009, based on the COSO framework criteria.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Limitations on Effectiveness of Controls and Procedures
Our management, including Rich Patterson, our Chief Executive and Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors
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and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2009, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Executive Officers, Directors and Key Employees
Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers serve for such terms as determined by our board of directors. Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal. No family relationships exist between any of our present directors and officers.
The name, address, age and position of our officers and directors are set forth below:
Name and Address | Age | Position(s) |
|
|
|
Rich Patterson | 38 | President, Chief Executive Officer (CEO), |
5616 Marigold Way, Ste 303 |
| Chief Financial Officer (CFO), Treasurer, |
Naples, FL 34109 |
| and Director |
|
|
|
Lissette Valiente | 40 | Secretary and Director |
5616 Marigold Way, Ste 303 |
|
|
Naples, FL 34109 |
|
|
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Rich Patterson has held the positions of president, CEO, CFO, treasurer, and Director since March 16, 2007, and Lissette Valiente has held the position of secretary and director since May 25, 2007. The persons named above are expected to hold their offices/positions until the next annual meeting of our stockholders. The officers and directors set forth herein are our only officers, directors, promoters and control persons, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
Background Information about Our Officers and Directors
Rich Patterson
From April 1999 Mr. Patterson has been President of Patterson Brands & Rewards, Vancouver, British Columbia. Patterson Brands is in the business of distributing branded corporate gifts and apparel. Within Mr. Patterson’s duties to Patterson Brands he is responsible for business development, accounting, finance and budgeting, as well as payroll. Prior to Patterson Brands Mr. Patterson worked as a marketing manager for Roots Canada Ltd. From 1996 to 1999. Prior to 1996 Mr. Patterson worked in various public relations roles with the provincial and federal governments.
Lissette Valiente
Ms. Valiente recently graduated from Miami Dade Community College - Medical Campus, in Miami, FL. She obtained an Associate Science Diploma, as a Registered Nurse (RN).
From 2001 – present, Ms. Valiente has been employed by Palm Springs General Hospital, in Hialeah, FL. From 2005 – present, she has been working as a Licensed Practitioner Nurse (LPN), and previous to this (2001-2005) she worked as a Pharmacy Technician.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil
28
action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Employment Agreements
We have no formal employment agreements with any of our employees.
Term of Office
Our directors are appointed for a period of one year or until such time as their replacements have been elected by our stockholders. The officers of the Company are appointed by our board of directors and hold office until their resignation or removal.
Audit Committee
We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function. We currently have limited working capital and no revenues. Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee. If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.
Board of Directors
Our two directors are also our executive officers. They are not independent directors. We do not pay them for attending board meetings. They are not reimbursed, however, for their expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date this has not been a problem, as no security holders have made any such recommendations. Our two directors perform all functions that would otherwise be performed by committees. Given the present size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.
Compliance with Section 16(a) of the Exchange Act
Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, our executive officers, directors and persons who beneficially own more than 10% of our common stock are not required to file initial reports of ownership and reports of changes in ownership with the SEC under Section 16(a) of the Exchange Act.
Code of Ethics
In 2008, we adopted a Code of Ethics that applies to all of our employees. A copy of our Code of Ethics will be provided to any person requesting same without charge. To request a copy of our
29
Code of Ethics, please make written request to our President c/o Healthplace Corporation at 5616 Marigold Way, Ste 303, Naples, FL 34109.
ITEM 11. EXECUTIVE COMPENSATION
Currently, none of our officers and/or directors is being compensated for their services during the development stage of our business operations.
The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended June 30, 2009 and 2008 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended June 30, 2009; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended June 30, 2009; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended June 30, 2009 that received annual compensation during the fiscal year ended June 30, 2009 in excess of $100,000.
(1)
Richard Patterson has served as our President, Chief Executive Officer, and as a Director from March 16, 2007.
(2)
Lissette Valiente has served as our Secretary and Director from May 25, 2007.
We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.
Compensation of Directors
30
None of our directors receive any compensation for serving as such, for serving on committees of the board of directors or for special assignments. During the fiscal year ended June 30, 2009 there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of this annual report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.
Name and Address | Number of | Percentage of |
Beneficial Ownership (2) | Shares | Ownership (1) |
|
|
|
Rich Patterson | 1,700,000 | 56.0% |
8264 Key Royal Cir #833 |
|
|
Naples, FL 34119 |
|
|
|
|
|
Lissette Valiente | 500,000 | 16.4% |
8264 Key Royal Cir # 833 |
|
|
Naples, FL 34119 |
|
|
|
|
|
All Officers and Directors | 2,200,000 | 72.4% |
as a Group (2 people) |
|
|
|
|
|
(1)
The percent of class is based on 3,038,000 shares of common stock issued and outstanding as of September 15, 2009.
(2)
As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.
Securities Authorized for Issuance Under Equity Compensation Plans
We have not adopted any equity compensation plans since our inception.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We received our initial funding of $20,000 through the sale of common stock to our officers and directors. Richard Patterson purchased 400,000 shares of our common stock at $0.005 per share on March 17, 200,7 for $2,000 and 1,300,000 shares at $0.01 per share on May 25, 2007 for
31
$13,000. Lissette Valiente purchased 500,000 shares of our common stock at $0.01 on May 25, 2007, for $5,000. These securities were issued in reliance upon the exemption contained in Section 4(2) of Securities Act of 1933. The 2,200,000 shares of common stock are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three month period and the sales must be sold either in a brokers’ transaction or in a transaction directly with a market maker.
Our officers and directors are our only promoters. They have not received nor will they receive anything of value from us, directly or indirectly in their capacities as promoters.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees: All fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and the review of financial statements included in the registrant's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
2009:
$ 8,000
2008:
$ 9,800
Audit-Related Fees: All fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under Item 9(e)(f1) of Schedule 14A.
2009:
$ 0.00
2008:
$ 0.00
Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning:
2009:
$ 0.00
2008:
$ 0.00
All Other Fees:
2009:
$ 0.00
2008:
$ 0.00
(1) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(2) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.
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PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number
Description
3(i)
Articles of Incorporation (1)
3(ii)
Bylaws (1)
14
Code of Ethics (2)
31.1/31.2
Rule 13a-14(a)/15d-14(a) Certification (3)
32.1/32.2
Section 1350 Certification (3)
(1)
Filed with the Securities and Exchange Commission on December 21, 2007, as an exhibit numbered as indicated above, to the Registrant’s registration statement on Form SB-2 (file no. 333-148232 which exhibit is incorporated herein by reference.
(2)
Filed with the Securities and Exchange Commission on September 29, 2008, as an exhibit numbered as indicated above, to the Registrant’s annual report on Form 10-K (file no. 333-148232 which exhibit is incorporated herein by reference.
(3)
Filed herewith
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
October 1, 2009
Healthplace Corporation
By:
/s/Richard Patterson
______________________________
Richard Patterson, President (principal
executive officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
October 1, 2009
By:
/s/ Richard Patterson
_______________________________
Richard Patterson, President (principal
executive officer), Chief Financial Officer
(principal financial officer), Treasurer,
principal accounting officer and member of
the Board of Directors
October 1, 2009
By:
/s/ Lissette Valiente
_______________________________
Lissette Valiente, Secretary and member of
the Board of Directors
