[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 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)
5616 Marigold Way, Ste 303, Naples, FL 34109
(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 February __, 2010 there were 3,038,000 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, 2009, included in a Form 10-K/A filed with the U.S. Securities and Exchange Commission (“SEC”) on October 2, 2009. 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 period ended December 31, 2009, are not necessarily indicative of the operating results that may be expected for the full year ending June 30, 2010.
2
HEALTHPLACE CORPORATION
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2009
(Unaudited)
HEALTHPLACE CORPORATION
(A Development Stage Company)
INDEX TO INERIM FINANCIAL STATEMENTS
FOR THE PERIOD OF MARCH 16, 2007 (INCEPTION) TO DECEMBER 31, 2009
Page(s)
Balance Sheets as of December 31, 2009 and June 30, 2009
5
Interim Statements of Operation for the three and six months ended December 31, 2009 and
2008 , and cumulative totals from inception (March 16, 2007) to December 31, 2009
6
Interim Statement of Changes in Stockholders' Equity (Deficit) for the period of March 16, 2007
(inception) to December 31, 2009
7
Interim Statements of Cash Flows for the six months ended December 31, 2009 and 2008,
and cumulative totals from inception (March 16, 2007) to December 31, 2009
8
Notes to Interim Financial Statements
9
Healthplace Corporation
(A Development Stage Company)
Balance Sheets
ASSETS
As of
As of
December 31,
June 30,
2009
2009
(Unaudited)
(Audited)
CURRENT ASSETS
Cash and cash equivalents
$
11,278
$
1,042
Prepaid expenses
500
-
TOTAL ASSETS
$
11,778
$
1,042
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$
7,916
$
13,193
TOTAL LIABILITIES
7,916
13,193
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:
3,038,000 (2,430,000 – June 30, 2009) common shares
3,038
2,430
Capital in excess of par value
58,862
29,070
Deficit accumulated during the development stage
(58,038)
(43,651)
Total Stockholders' Equity (Deficit)
3,862
(12,151)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
11,778
$
1,042
-The accompanying notes are an integral part of these financial statements -
5
Healthplace Corporation
(A Development Stage Company)
Interim Statements of Operation
(Unaudited)
Cumulative
From Inception
(March 16, 2007) to
Three Months Ended December 31,
Six Months Ended December 31,
December 31,
2009
2008
2009
2008
2009
REVENUES
$
-
$
-
$
-
$
-
$
-
OPERATING EXPENSES
Professional fees
4,600
4,470
13,108
7,890
51,383
General and administrative
716
745
1,279
1,523
6,655
Total Operating Expenses
5,316
5,215
14,387
9,413
58,038
Other Income (Expense)
-
-
-
-
-
Net Loss Applicable to
Common Shares
$
(5,316)
$
(5,215)
$
(14,387)
$
(9,413)
$
(58,038)
PER SHARE DATA:
Basic and diluted loss per
common share
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)
Weighted average number of
common shares outstanding
3,038,000
2,430,000
2,910,459
2,430,000
-The accompanying notes are an integral part of these financial statements -
6
Healthplace Corporation
(A Development Stage Company)
Interim Statement of Changes in Stockholders’ Equity (Deficit)
For the Period of March 16, 2007 (Inception) to December 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
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)
Common shares issued to unaffiliated investors
at $0.05 cash per share, August 13, 2009
608,000
608
29,792
-
30,400
Loss for the period(Unaudited)
-
-
-
(14,387)
(14,387)
Balance – December 31, 2009(Unaudited)
3,038,000
$
3,038
$
58,862
$
(58,038)
$
3,862
-The accompanying notes are an integral part of these financial statements -
7
Healthplace Corporation
(A Development Stage Company)
Interim Statements of Cash Flows
(Unaudited)
Cumulative
From Inception
(March 16, 2007) to
Six Months Ended December 31,
December 31,
2009
2008
2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period
$
(14,387)
$
(9,413)
$
(58,038)
Changes in Operating Assets and Liabilities:
(Increase) in prepaid expenses
(500)
-
(500)
Increase (decrease) in accounts payable and accrued liabilities
(5,277)
1,605
7,916
Net Cash Used in Operating Activities
(20,164)
(7,808)
(50,622)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash
30,400
-
61,900
Net Cash Provided by Financing Activities
30,400
-
61,900
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
10,236
(7,808)
11,278
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
1,042
10,000
-
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
11,278
$
2,192
$
11,278
Supplemental Cash Flow Disclosures:
Cash paid for Interest
$
-
$
-
$
-
Cash paid for Income Taxes
$
-
$
-
$
-
-The accompanying notes are an integral part of these financial statements -
8
Healthplace Corporation
(A Development Stage Company)
Notes to Interim Financial Statements
December 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, 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 $11,278 and $1,042 in cash and cash equivalents at December 31, 2009 and June 30, 2009, respectively.
Start-Up Costs
In accordance with FASC 720-15-20, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.
9
Healthplace Corporation
(A Development Stage Company)
Notes to Interim Financial Statements
December 31, 2009
(Unaudited)
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net Income or (Loss) Per Share of Common Stock
The Company has adopted FASC Topic No. 260,“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
December 31,
Six Months Ended
December 31,
2009
2008
2009
2008
Net loss applicable to Common Shares
$
(5,316)
$
(5,215)
$
(14,387)
$
(9,413)
Weighted average common shares
outstanding (Basic)
3,038,000
2,430,000
2,910,459
2,430,000
Options
-
-
-
-
Warrants
-
-
-
-
Weighted average common shares
outstanding (Diluted)
3,038,000
2,430,000
2,910,459
2,430,000
Net loss per share (Basic and Diluted)
$
(0.00)
$
(0.00)
$
(0.00)
$
(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 December 31, 2009.
10
Healthplace Corporation
(A Development Stage Company)
Notes to Interim Financial Statements
December 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 FASC Topic No. 605,“Revenue Recognition.” 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
In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855),“Subsequent Events”, SFAS No. 166 (ASC Topic 810),“Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810),“Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105),“The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
11
Healthplace Corporation
(A Development Stage Company)
Notes to Interim Financial Statements
December 31, 2009
(Unaudited)
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements (continued)
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
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.
Share Issuance
Since inception (March 16, 2007) to December 31, 2009, the Company has issued 400,000, 1,800,000, and 838,000 common shares at $0.005, $0.01, and $0.05 per share, respectively, resulting in total cash proceeds of $61,900, being $3,038 for par value shares and $58,862 for capital in excess of par value. There were 3,038,000 common shares issued and outstanding at December 31, 2009. Of these shares, 2,200,000 were issued to our directors and officers of the Company, and 838,000 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 FASC 718-740-20 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 December 31, 2009 of $58,038 will be amortized, for tax purposes, in future periods. Accordingly, deferred tax assets of approximately $20,000 were offset by the valuation allowance, which increased by approximately $5,000 and $3,300 during the six months ended December 31, 2009 and 2008, respectively.
12
Healthplace Corporation
(A Development Stage Company)
Notes to Interim Financial Statements
December 31, 2009
(Unaudited)
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 December 31, 2009, the Company has a loss from operations of $14,387, an accumulated deficit of $58,038, and working capital of $3,862 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.
NOTE 6 -
SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through February 12, 2010 and determined there are no other events that require disclosure.
13
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 $58,038 in expenses through December 31, 2009.
The following table provides selected financial data about our company for the period ended December 31, 2009, and the year ended June 30, 2009, respectively.
Balance Sheet Data:
12/31/09
6/30/09
Cash
$ 11,278
$ 1,042
Total assets
$ 11,778
$ 1,042
Total liabilities
$ 7,916
$ 13,193
Stockholders' equity (deficit) $ 3,862
$ (12,151)
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 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.
Our auditors have issued a going concern opinion, on our June 30, 2009, audited financial statements, as filed in our form 10-K/A (refer to note 5) on October 2, 2009. 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, 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 actual operations Healthplace will concentrate on developing its website, find advertisers, and market our goods and services.
As we have completed our initial offering, we will be contracting out development of the website, and advertise for and source customers to purchase advertising. We anticipate that development of the website will take approximately three to six months from the beginning of operations, 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.
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 Richard 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 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 December 31, 2009, reported no revenues and a net loss of $58,038.
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
15
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.
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
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
16
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.
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 December 31, 2009, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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
17
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)
February 16, 2010
_____________________________
BY:
/s/ Richard Patterson
Date
Richard Patterson
President, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and member of the Board of Directors
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