Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 28, 2017 | Sep. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | HealthTalk Live, Inc. | ||
Entity Central Index Key | 1,580,262 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 52,991,369 | ||
Entity Public Float | $ 17,698,831 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets: | ||
Cash | $ 130,787 | $ 3,019 |
Prepaid expense | 8,833 | |
Inventory | 26,144 | |
Deposit | 2,000 | |
Total current assets | 167,764 | 3,019 |
Non-current assets | ||
Net property and equipment | 13,159 | 28,850 |
Net intangible assets | 1,024 | |
Total non-current assets | 14,183 | 28,850 |
Total assets | 181,947 | 31,869 |
Current liabilities | ||
Accounts payable | 10,154 | 27,592 |
Accrued executive compensation | 9,869 | |
Accrued interest payable | 3,927 | |
Convertible debt | 68,000 | |
Total current liabilities | 91,950 | 27,592 |
Long-term liability | ||
Due to former officer | 87,039 | |
Total Liabilities | 91,950 | 114,631 |
Stockholders' equity (deficit) | ||
Common stock; par value $.001; 100,000,000 shares authorized 50,215,585 and 32,577,585 shares issued March 31, 2017 and 2016, respectively | 50,216 | 32,578 |
Additional paid-in capital | 2,867,580 | 243,180 |
Common stock payable | 464,000 | |
Accumulated deficit | (3,296,799) | (358,520) |
Total stockholders' equity (deficit) | 89,997 | (82,762) |
Total liabilities and stockholders' equity (deficit) | 181,947 | 31,869 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock | $ 5,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,215,585 | 32,577,585 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statements Of Operations | ||
Revenues | $ 587 | $ 16,060 |
Operating expenses: | ||
Depreciation and amortization | 20,000 | 20,000 |
General and administrative | 44,847 | 12,046 |
Advertising and promotion | 24,582 | 23,684 |
Legal and professional | 46,722 | 11,260 |
Executive compensation | 30,000 | |
Total operating expenses | 166,151 | 66,990 |
Other expenses | ||
Interest expense | (2,264) | |
Loss on extinguishment of debt | (2,770,451) | |
Total other expenses | (2,772,715) | |
Net loss | $ (2,938,279) | $ (50,930) |
Loss per share: | ||
Basic and diluted loss per share | $ (0.07) | $ 0 |
Basic and diluted weighted average shares outstanding | 40,793,184 | 32,252,585 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | CommonStockPayable | Accumulated Deficit | Total |
Beginning Balance, Shares at Mar. 31, 2015 | 32,217,585 | |||||
Beginning Balance, Amount at Mar. 31, 2015 | $ 32,218 | $ 219,540 | $ (307,590) | $ (55,832) | ||
Issuances of common stock, Share | 360,000 | |||||
Issuances of common stock, Amount | $ 360 | 23,640 | 24,000 | |||
Net loss | (50,930) | (50,930) | ||||
Ending Balance, Shares at Mar. 31, 2016 | 32,577,585 | |||||
Ending Balance, Amount at Mar. 31, 2016 | $ 32,578 | 243,180 | (358,520) | (82,762) | ||
Issuances of common stock for cash, Share | 40,000 | |||||
Issuances of common stock for cash, Amount | $ 40 | 2,560 | 2,600 | |||
Issuance of common stock for acquisition, Share | 5,000,000 | 12,048,000 | ||||
Issuance of common stock for acquisition, Amount | $ 5,000 | $ 12,048 | (78,610) | (61,562) | ||
Issuance of common stock for debt settlement , Share | 4,200,000 | |||||
Issuance of common stock for debt settlement , Amount | $ 4,200 | 2,431,800 | 464,000 | 2,900,000 | ||
Issuance of common stock for cash, Share | 1,350,000 | |||||
Issuances of common stock for cash, Amount | $ 1,350 | 268,650 | 270,000 | |||
Net loss | (2,938,279) | (2,938,279) | ||||
Ending Balance, Shares at Mar. 31, 2017 | 5,000,000 | 50,215,585 | ||||
Ending Balance, Amount at Mar. 31, 2017 | $ 5,000 | $ 50,216 | $ 2,867,580 | $ 464,000 | $ (3,296,799) | $ 89,997 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows (used in) operating activities: | ||
Net loss | $ (2,938,279) | $ (50,930) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 20,000 | 20,000 |
Loss on extinguishment of debt | 2,770,451 | |
Increase in assets | ||
Prepaid expense | (8,833) | |
Inventory | (26,144) | |
Deposit | (2,000) | |
Increase in liabilities | ||
Accounts payable | 5,271 | 6,272 |
Accrued interest payable | 2,263 | |
Accrued executive compensation | 5,000 | |
Net cash (used in) operating activities | (172,271) | (24,658) |
Cash flows (used in) investing activities | ||
Purchase intangible assets | (1,024) | |
Purchase tenant improvements | (2,528) | |
Purchase office equipment | (1,780) | (1,598) |
Net cash (used in) investing activities | (5,332) | (1,598) |
Cash flows provided by financing activities: | ||
Cash aquired at merger | 18,971 | |
Proceeds from due to officers | 16,850 | |
(Repayments) on due to officers | (3,050) | (8,561) |
Proceeds from issuances of common stock | 272,600 | 24,000 |
Net cash provided by financing activities | 305,371 | 15,439 |
Increase (decrease) in cash | 127,768 | (10,817) |
Cash-beginning of period | 3,019 | 13,836 |
Cash-end of period | 130,787 | 3,019 |
Supplemental cash flow information | ||
Cash paid for Interest | ||
Cash paid for income taxes | ||
Non-cash activities | ||
Accounts payable assigned to former officers and directors | 10,000 | |
Convertible debt converted into common stock | $ 129,549 |
BUSINESS ACTIVITY AND SUMMARY O
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
1. BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Formation and Business Activity HealthTalk Live, Inc. (the Company) was formed on April 1, 2011 in the State of Nevada and operations commenced immediately. HealthTalk Live, Inc. was created to spread the importance of natural health and wellness throughout North America and the world. Since inception, the website HealthTalkLive.com has received visitors from North America, Canada, South America, Europe, Asia and Australia. With its soon-to-be-launched real-time interactive website, HealthTalkLive.com anticipates becoming one of the primary information websites available in the world. In partnership with naturopathic practitioners, dieticians and medical doctors, HealthTalkLive.com strives to provide healthy options for all, whether taking prescription drugs or preferring a total, natural health approach to well-being. Information is disseminated through the live chat forum, reference center, news, E-newsletters and email. This provides for a common sense approach to health and wellness, diet, exercise, cleanses and complete regimens, all created individually based upon each persons unique requirements. During the year ended March 31, 2017, the Company acquired Humbly Hemp, Inc. and now operates in two segments in accordance with accounting guidance Financial Accounting Standards Board (FASB) ASC Topic 280, Segment Reporting. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. Acquisition of Humbly Hemp, Inc. Effective September 9, 2016, our former majority shareholders Johnie M. Yawn and Vicki L. Yawn transferred 22,800,000 of their shares of common stock to Daniel Crawford for a purchase price of $125,000 and pursuant to a Stock Purchase Agreement between the parties. The purchase price was paid by Mr. Crawford in the form of Secured Promissory Note (the Note) in favor of Dr. and Mrs. Yawn. The Note is due in full on or before December 9, 2016 and bears no interest except in case of default. The Note is secured, by a pledge of the shares purchased, under the terms of a Securities Pledge Agreement (the Pledge) between the parties. As a result of this transaction, a change in control of the company has occurred, and Mr. Crawford is the owner of approximately 70% of our issued and outstanding common stock. In connection with the change in control, Mr. Crawford was appointed as our new sole officer and director. In the event of Mr. Crawfords future uncured default under the Note, Dr. and Mrs. Yawn would be entitled to foreclose on the shares purchased pursuant to the terms of the Pledge. There are no other arrangements known to the company, the operation of which may, at a subsequent date, result in a change in control of the registrant. On October 1, 2016, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Humbly Hemp, Inc., a private Nevada corporation (Humbly Hemp), and our subsidiary formed for the purposes of the transaction, Humble Merger Sub, Inc. (the Merger Sub). Pursuant to the Merger Agreement, Humbly Hemp merged with and into the Merger Sub, which resulted in Humbly Hemp becoming our wholly-owned subsidiary (the Acquisition). Humbly Hemp is a start-up company planning to offer a line of energy and snack bars featuring all-natural hemp and other healthy ingredients. Going forward, we intend to continue developing the business of Humbly Hemp, as well as our existing line of business. The sole officer, director, and controlling shareholder of Humbly Hemp was our own CEO and controlling shareholder, Daniel Crawford. In addition, pursuant to the terms and conditions of the Merger Agreement: - The holders of all of the common stock of Humbly Hemp issued and outstanding immediately prior to the closing of the Acquisition exchanged their shares on a pro-rata basis for a total of 12,048,000 shares newly-issued shares of our common stock. - Daniel Crawford, the holder of 10,000,000 shares of Series A Preferred Stock in Humbly Hemp, exchanged all of his shares of preferred stock in Humbly Hemp for 5,000,000 shares of our newly-designated Series A Preferred Stock. Our new Series A Preferred Stock is convertible to common stock at a rate of five (5) shares for every share held and votes together with our common stock at a rate of sixteen (16) votes for every share held. Our new Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation. Our Series A Preferred Stock does not have any special dividend rights. - The Company assumed certain outstanding Convertible Promissory Notes issued by Humbly Hemp, and agreed that such notes shall be convertible to our common stock at the same prices, and on the same terms and conditions, as set forth therein. Upon the closing of the share exchange with the Company and Humbly Hemp, Humbly Hemp will become a wholly owned subsidiary of the Company. The acquisition will be treated as a business combination. However, since Humbly Hemp was owned and controlled by Daniel Crawford, an officer and director of the Company, the assets will not be adjusted to fair value and will carry over as book value. The Company may be subject to segment reporting in accordance with ASC 280-10 in future filings. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from three to five years. The cost of building the Companys website has been capitalized and amortized over a period of three years. Expenditures for minor enhancements and maintenance are expensed as incurred. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). Inventory consists of raw materials, work in process inventory and finished goods inventory of $26,144, $0 and $0, respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Long-lived Assets The Companys long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360, Property, Plant, and Equipment, and FASB ASC Topic 205 Presentation of Financial Statements . The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve managements estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through March 31, 2017 and 2016, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Companys products or services will continue, which could result in an impairment of long-lived assets in the future. Revenue Recognition The Company expects to recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104 Revenue Recognition. Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. Income Taxes The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, Income Taxes, the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Fair Value of Financial Instruments The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2017 and March 31, 2016 the fair value of cash and accounts payable, approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Recent Accounting Pronouncements The Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined that there are no such pronouncements expected to have an impact on the Companys future financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
2. GOING CONCERN | The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended March 31, 2017, the Company had an accumulated deficit of approximately $3,297,000, had net losses of approximately $2,938,000, and net cash used in operating activities of approximately $172,000, with little revenue earned since inception, and a lack of operational history. These matters, among others, raise substantial doubt about the Companys ability to continue as a going concern. While the Company is attempting to generate greater revenues, the Companys cash position may not be significant enough to support the Companys daily operations. The Company has completely an acquisition in hopes to increase revenue and profitability. Management intends to raise additional funds by way of additional public and/or private offerings of its stock. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Companys ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
3. PROPERTY AND EQUIPMENT | As of March 31, 2017 As of March 31, 2016 Website development $ 88,965 $ 88,965 Studio and office equipment 25,645 23,864 Tenant improvements 2,528 - 117,138 112,829 Less: accumulated depreciation and amortization (103,979 ) (83,979 ) Ending Balance $ 13,159 $ 28,850 Depreciation and amortization expense for the years ended March 31, 2017 and 2016 were $20,000 and $20,000, respectively. |
DUE TO OFFICERS
DUE TO OFFICERS | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
4. DUE TO OFFICERS | During the six months ended September 30, 2016, John and Vicki Yawn were repaid $3,050 and loaned the Company an additional $13,850, resulting in a net balance due them of $129,549. During September 2016, John and Vicki Yawn sold their debt of $129,549 to four noteholders and there was a remaining balance of $0 due to them as of September 30, 2016. (See Note 5) |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
5. CONVERTIBLE DEBT | During September 2016, the Company agreed to allow four unrelated noteholders holding a total of $129,549 in debt to convert into 5,000,000 shares of common stock which is a conversion rate of approximately $0.03 per share. There is no maturity date and no interest rate. The debt was acquired from John and Vicki Yawn. During October 2016, the Company extinguished $129,549 of debt in exchange for 5,000,000 shares of newly issued common stock. A total of 4,200,000 shares were issued to three of the four noteholders. As of March 31, 2017, the remaining balance of 800,000 shares of common stock which is due to one noteholder is recorded in common stock payable at the fair value of the common stock of $464,000. The Company recorded a loss on extinguishment of debt of $2,770,451. The Company acquired convertible debt from the acquisition of Humbly Hemp as described below. On February 1, 2016, the Company issued a convertible promissory note with an entity for $5,000. The unsecured note bears interest at 8% per annum and is due on January 31, 2017. This note is convertible at $0.01 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to March 10, 2017. On February 8, 2016, the Company issued a convertible promissory note with an entity for $8,000. The unsecured note bears interest at 8% per annum and is due on February 7, 2017. This note is convertible at $0.02 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to March 10, 2017. On April 11, 2016, the Company issued a convertible promissory note with an entity for $10,000. The unsecured note bears interest at 8% per annum and is due on February 7, 2017. This note is convertible at $0.01 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to March 10, 2017. On July 7, 2016, the Company issued a convertible promissory note with an entity for $25,000. The unsecured note bears interest at 6% per annum and is due on January 7, 2017. This note is convertible at $0.10 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to April 30, 2017. On July 13, 2016, the Company issued a convertible promissory note with an entity for $20,000. The unsecured note bears interest at 6% per annum and is due on January 13, 2017. This note is convertible at $0.10 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to April 30, 2017. During the year ended March 31, 2017 interest expense was $2,264. As of March 31, 2017, the balance of accrued interest was $3,927. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
6. EARNINGS PER SHARE | FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding for the years ended March 31, 2017 and 2016, except for the 2,350,000 and no, respectively, shares of common stock from the convertible debt. The following table sets forth the computation of basic and diluted net income per share: Year Ended March 31, 2017 Year Ended March 31, 2016 Net loss attributable to the common stockholders $ (2,938,279 ) $ (50,930 ) Basic weighted average outstanding shares of common stock 40,793,184 32,252,585 Dilutive effect of common stock equivalent - - Diluted weighted average common stock and common stock equivalents 40,793,184 32,252,585 Earnings (loss) per share: Basic and diluted $ (0.07 ) $ (0.00 ) |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
7. STOCKHOLDERS EQUITY | Series A Preferred Stock During October 2016, the Company designated Series A Preferred Stock. The Series A Preferred Stock is convertible to common stock at a rate of five shares for every share held and votes together with our common stock at a rate of sixteen votes for every share held. Our new Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation. Our Series A Preferred Stock does not have any special dividend rights. On October 1, 2016, the Company issued 5,000,000 shares of our newly-designated Series A Preferred Stock to Daniel Crawford in exchange for 10,000,000 shares of Series A Preferred Stock in Humbly Hemp. Common Stock During the three months ended June 30, 2016, the Company issued a total of 40,000 shares of common stock to one investor for cash of $2,600. On October 1, 2016, the Company issued 12,048,000 shares of common stock for the acquisition of Humbly Hemp, Inc. On October 17, 2016, the Company issued a total of 4,200,000 shares of common stock to three lenders for the extinguishment of debt. There was 800,000 shares recorded to common stock payable and the shares will be issued upon request from the noteholder. The principal amount of the debt was $129,549 and the loss on extinguishment was $2,770,451. During the six months ended March 31, 2017, the Company issued a total of 1,350,000 shares of common stock to eight investors for cash of $270,000. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
INCOME TAXES | The provision (benefit) for income taxes for the years ended March 31, 2017 and 2016 assumes a 34% effective tax rate for federal income taxes. March 31, 2017 March 31, 2016 Current tax provision: Federal $ (57,000 ) $ (17,000 ) State (1,000 ) - Taxable income Federal and State $ (168,000 ) $ (51,000 ) Deferred tax provision $ 58,000 $ 17,000 The Company had deferred income tax assets as of March 31, 2017 and 2016 are as follows: March 31, 2017 March 31, 2016 Loss carryforwards $ 148,000 $ 90,000 Less valuation allowance (148,000 ) (90,000 ) Total net deferred tax assets $ -- $ -- The Company provided a valuation allowance equal to the deferred income tax assets for the fiscal years ended March 31 2017 and 2016, respectively, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. At March 31, 2017, the Company had approximately $434,000 in federal and state tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in 2027. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The Company did not identify any material uncertain tax positions on tax returns that will be filed. The fiscal years ended March 31, 2017, 2016, 2015, 2014 and 2013 are open for potential examination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
8. SUBSEQUENT EVENTS | During the three months ended June 30, 2017, the Company issued 925,000 shares of common stock to several investors for cash of $185,000. In May 2017, the Company issued a total of 411,118 shares to a lender in exchange for a full conversion of debt including principal and interest. In May 2017, the Company formed a wholly owned subsidiary called Humble Water Company. On May 31, 2017 the subsidiary entered into a joint venture with Doore, LLC. The joint venture will be operated through Spring Hill Water Company, LLC which is owned 49% by our subsidiary and 51% by Doore, LLC. |
BUSINESS ACTIVITY AND SUMMARY16
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Formation and Business Activity | HealthTalk Live, Inc. (the Company) was formed on April 1, 2011 in the State of Nevada and operations commenced immediately. HealthTalk Live, Inc. was created to spread the importance of natural health and wellness throughout North America and the world. Since inception, the website HealthTalkLive.com has received visitors from North America, Canada, South America, Europe, Asia and Australia. With its soon-to-be-launched real-time interactive website, HealthTalkLive.com anticipates becoming one of the primary information websites available in the world. In partnership with naturopathic practitioners, dieticians and medical doctors, HealthTalkLive.com strives to provide healthy options for all, whether taking prescription drugs or preferring a total, natural health approach to well-being. Information is disseminated through the live chat forum, reference center, news, E-newsletters and email. This provides for a common sense approach to health and wellness, diet, exercise, cleanses and complete regimens, all created individually based upon each persons unique requirements. During the year ended March 31, 2017, the Company acquired Humbly Hemp, Inc. and now operates in two segments in accordance with accounting guidance Financial Accounting Standards Board (FASB) ASC Topic 280, Segment Reporting. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. Acquisition of Humbly Hemp, Inc. Effective September 9, 2016, our former majority shareholders Johnie M. Yawn and Vicki L. Yawn transferred 22,800,000 of their shares of common stock to Daniel Crawford for a purchase price of $125,000 and pursuant to a Stock Purchase Agreement between the parties. The purchase price was paid by Mr. Crawford in the form of Secured Promissory Note (the Note) in favor of Dr. and Mrs. Yawn. The Note is due in full on or before December 9, 2016 and bears no interest except in case of default. The Note is secured, by a pledge of the shares purchased, under the terms of a Securities Pledge Agreement (the Pledge) between the parties. As a result of this transaction, a change in control of the company has occurred, and Mr. Crawford is the owner of approximately 70% of our issued and outstanding common stock. In connection with the change in control, Mr. Crawford was appointed as our new sole officer and director. In the event of Mr. Crawfords future uncured default under the Note, Dr. and Mrs. Yawn would be entitled to foreclose on the shares purchased pursuant to the terms of the Pledge. There are no other arrangements known to the company, the operation of which may, at a subsequent date, result in a change in control of the registrant. On October 1, 2016, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Humbly Hemp, Inc., a private Nevada corporation (Humbly Hemp), and our subsidiary formed for the purposes of the transaction, Humble Merger Sub, Inc. (the Merger Sub). Pursuant to the Merger Agreement, Humbly Hemp merged with and into the Merger Sub, which resulted in Humbly Hemp becoming our wholly-owned subsidiary (the Acquisition). Humbly Hemp is a start-up company planning to offer a line of energy and snack bars featuring all-natural hemp and other healthy ingredients. Going forward, we intend to continue developing the business of Humbly Hemp, as well as our existing line of business. The sole officer, director, and controlling shareholder of Humbly Hemp was our own CEO and controlling shareholder, Daniel Crawford. In addition, pursuant to the terms and conditions of the Merger Agreement: - The holders of all of the common stock of Humbly Hemp issued and outstanding immediately prior to the closing of the Acquisition exchanged their shares on a pro-rata basis for a total of 12,048,000 shares newly-issued shares of our common stock. - Daniel Crawford, the holder of 10,000,000 shares of Series A Preferred Stock in Humbly Hemp, exchanged all of his shares of preferred stock in Humbly Hemp for 5,000,000 shares of our newly-designated Series A Preferred Stock. Our new Series A Preferred Stock is convertible to common stock at a rate of five (5) shares for every share held and votes together with our common stock at a rate of sixteen (16) votes for every share held. Our new Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation. Our Series A Preferred Stock does not have any special dividend rights. - The Company assumed certain outstanding Convertible Promissory Notes issued by Humbly Hemp, and agreed that such notes shall be convertible to our common stock at the same prices, and on the same terms and conditions, as set forth therein. Upon the closing of the share exchange with the Company and Humbly Hemp, Humbly Hemp will become a wholly owned subsidiary of the Company. The acquisition will be treated as a business combination. However, since Humbly Hemp was owned and controlled by Daniel Crawford, an officer and director of the Company, the assets will not be adjusted to fair value and will carry over as book value. The Company may be subject to segment reporting in accordance with ASC 280-10 in future filings. |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Property and Equipment | Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from three to five years. The cost of building the Companys website has been capitalized and amortized over a period of three years. Expenditures for minor enhancements and maintenance are expensed as incurred. |
Inventory | Inventories are stated at the lower of cost (average cost) or market (net realizable value). Inventory consists of raw materials, work in process inventory and finished goods inventory of $26,144, $0 and $0, respectively. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Long-lived Assets | The Companys long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360, Property, Plant, and Equipment, and FASB ASC Topic 205 Presentation of Financial Statements . The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve managements estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through March 31, 2017 and 2016, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Companys products or services will continue, which could result in an impairment of long-lived assets in the future. |
Revenue Recognition | The Company expects to recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104 Revenue Recognition. Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. |
Income Taxes | The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, Income Taxes, the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. |
Fair Value of Financial Instruments | The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2017 and March 31, 2016 the fair value of cash and accounts payable, approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
Convertible Instruments | The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Recent Accounting Pronouncements | The Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined that there are no such pronouncements expected to have an impact on the Companys future financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property And Equipment Tables | |
Property And Equipment | As of March 31, 2017 As of March 31, 2016 Website development $ 88,965 $ 88,965 Studio and office equipment 25,645 23,864 Tenant improvements 2,528 - 117,138 112,829 Less: accumulated depreciation and amortization (103,979 ) (83,979 ) Ending Balance $ 13,159 $ 28,850 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share Tables | |
Earnings loss per shares | Year Ended March 31, 2017 Year Ended March 31, 2016 Net loss attributable to the common stockholders $ (2,938,279 ) $ (50,930 ) Basic weighted average outstanding shares of common stock 40,793,184 32,252,585 Dilutive effect of common stock equivalent - - Diluted weighted average common stock and common stock equivalents 40,793,184 32,252,585 Earnings (loss) per share: Basic and diluted $ (0.07 ) $ (0.00 ) |
INCOME TAXES (Table)
INCOME TAXES (Table) | 12 Months Ended |
Mar. 31, 2017 | |
Income Taxes Table | |
Effective tax rate for federal income taxes | March 31, 2017 March 31, 2016 Current tax provision: Federal $ (57,000 ) $ (17,000 ) State (1,000 ) - Taxable income Federal and State $ (168,000 ) $ (51,000 ) Deferred tax provision $ 58,000 $ 17,000 |
Deferred income tax assets | March 31, 2017 March 31, 2016 Loss carryforwards $ 148,000 $ 90,000 Less valuation allowance (148,000 ) (90,000 ) Total net deferred tax assets $ -- $ -- |
BUSINESS ACTIVITY AND SUMMARY20
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Sep. 09, 2016 | |
State of incorporation | Nevada | |
Date of incorporation | Apr. 1, 2011 | |
Common stock shares transferred | 22,800,000 | |
Value of common stock | $ 125,000 | |
Ownership | 70.00% | |
Common stock shares new issued | 12,048,000 | |
Period of amortization | 3 years | |
Raw materials inventory | $ 26,144 | |
Work in process inventory | 0 | |
Finished goods inventory | $ 0 | |
Minimum [Member] | ||
Estimated useful lives | 3 Years | |
Maximum [Member] | ||
Estimated useful lives | 5 years | |
Series A Preferred Stock [Member] | ||
Description for conversion of new designated preferred stock | New Series A Preferred Stock is convertible to common stock at a rate of five (5) shares for every share held and votes together with our common stock at a rate of sixteen (16) votes for every share held | |
Daniel Crawford [Member] | Series A Preferred Stock [Member] | ||
Preferred Stock, shares in Humbly Hemp | $ 10,000,000 | |
Designated preferred stock shares issued upon exchange of preferred stock in Humbly Hemp | 5,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Going Concern Details Narrative | ||
Accumulated deficit | $ (3,296,799) | $ (358,520) |
Net loss | (2,938,279) | (50,930) |
Net cash used in operating activities | $ (172,271) | $ (24,658) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Property, Plant and Equipment, Gross | $ 117,138 | $ 112,829 |
Less: accumulated depreciation and amortization | (103,979) | (83,979) |
Ending Balance | 13,159 | 28,850 |
Website development [Member] | ||
Property, Plant and Equipment, Gross | 88,965 | 88,965 |
Studio and office equipment [Member] | ||
Property, Plant and Equipment, Gross | 25,645 | 23,864 |
Tenant Improvements [Member] | ||
Property, Plant and Equipment, Gross | $ 2,528 |
Property and Equipment (Detai23
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation and amortization expense | $ 20,000 | $ 20,000 |
DUE TO OFFICERS (Details Narrat
DUE TO OFFICERS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
(Repayments) on due to officers | $ (3,050) | $ (8,561) | |
John and Vicki Yawn [Member] | |||
(Repayments) on due to officers | $ (3,050) | ||
Additional amount loan to officers | 13,850 | ||
Loan due from officers | 129,549 | ||
Remaining balance of related party | 0 | ||
Related party debt sold to noteholders | $ 129,549 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Oct. 17, 2016 | |
Common stock, shares issued | 50,215,585 | 32,577,585 | |||
Remaining balance of common stock | 800,000 | ||||
Common stock payable | $ 464,000 | ||||
Loss on extinguishment of debt | (2,770,451) | ||||
Interest expenses | 2,264 | ||||
Accrued interest payable | 3,927 | ||||
February 1, 2016 [Member] | |||||
Convertible note payable | $ 5,000 | ||||
Bear interest rate | 8.00% | ||||
Convertible note payable per share | $ 0.01 | ||||
Maturity date | Jan. 31, 2017 | ||||
February 8, 2016 [Member] | |||||
Convertible note payable | $ 8,000 | ||||
Bear interest rate | 8.00% | ||||
Convertible note payable per share | $ 0.02 | ||||
Maturity date | Feb. 7, 2017 | ||||
April 11, 2016 [Member] | |||||
Convertible note payable | $ 10,000 | ||||
Bear interest rate | 8.00% | ||||
Convertible note payable per share | $ 0.01 | ||||
Maturity date | Feb. 7, 2017 | ||||
July 7, 2016 [Member] | |||||
Convertible note payable | $ 25,000 | ||||
Bear interest rate | 6.00% | ||||
Convertible note payable per share | $ 0.10 | ||||
Maturity date | Jan. 7, 2017 | ||||
July 13, 2016 [Member] | |||||
Convertible note payable | $ 20,000 | ||||
Bear interest rate | 6.00% | ||||
Convertible note payable per share | $ 0.10 | ||||
Maturity date | Jan. 13, 2017 | ||||
Convertible Debt [Member] | |||||
Loan due from officers | $ 129,549 | $ 129,549 | |||
Conversion of debt to common stock | 5,000,000 | 5,000,000 | |||
Conversion rate of per share | $ 0.03 | ||||
Common stock, shares issued | 4,200,000 | ||||
Common stock payable | $ 800,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share Details | ||
Net loss attributable to the common stockholders | $ (2,938,279) | $ (50,930) |
Basic weighted average outstanding shares of common stock | 40,793,184 | 32,252,585 |
Dilutive effect of common stock equivalent | ||
Diluted weighted average common stock and common stock equivalents | 40,793,184 | 32,252,585 |
Earnings (loss) per share: | ||
Basic and diluted | $ (0.07) | $ 0 |
EARNINGS PER SHARE (Details Nar
EARNINGS PER SHARE (Details Narrative) | 12 Months Ended |
Mar. 31, 2017shares | |
Convertible Debt [Member] | |
Potential additional dilutive securities outstanding | 2,350,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Oct. 31, 2016shares | Sep. 30, 2016USD ($)shares | Jun. 30, 2016USD ($)Integershares | May 31, 2017USD ($)Integershares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($)shares | Oct. 17, 2016USD ($)shares | Oct. 01, 2016shares | |
Common stock, shares issued | 50,215,585 | 32,577,585 | ||||||
Common stock payable | $ | $ 464,000 | |||||||
Loss on extinguishment of debt | $ | $ (2,770,451) | |||||||
Common stock, shares issued, Shares | 12,048,000 | |||||||
Proceeds from issuances of common stock | $ | $ 272,600 | $ 24,000 | ||||||
Convertible Debt [Member] | ||||||||
Conversion of debt to common stock | 5,000,000 | 5,000,000 | ||||||
Common stock, shares issued | 4,200,000 | |||||||
Common stock payable | $ | $ 800,000 | |||||||
Loan due from officers | $ | $ 129,549 | $ 129,549 | ||||||
Common Stock | ||||||||
Common stock, shares issued | 12,048,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Conversion of debt to common stock | 5,000,000 | |||||||
Investor [Member] | ||||||||
Common stock, shares issued, Shares | 40,000 | 1,350,000 | ||||||
Proceeds from issuances of common stock | $ | $ 2,600 | $ 270,000 | ||||||
Number of investor | Integer | 1 | 8 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Current tax provision: | ||
Federal | $ (57,000) | $ (17,000) |
State | (1,000) | |
Taxable income – Federal and State | (168,000) | (51,000) |
Deferred tax provision | $ 58,000 | $ 17,000 |
INCOME TAXES (Details1)
INCOME TAXES (Details1) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Income Taxes Details1 | ||
Loss carryforwards | $ 148,000 | $ 90,000 |
Less – valuation allowance | (148,000) | (90,000) |
Total net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes Details Narrative | ||
Effective tax rate for federal income taxes | 34.00% | 34.00% |
Federal and state tax loss carryforwards | $ 434,000 | |
Expire period | 2,027 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
May 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | May 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Common stock, shares issued, Shares | 12,048,000 | |||||
Proceeds from issuances of common stock | $ 272,600 | $ 24,000 | ||||
Investor [Member] | ||||||
Common stock, shares issued, Shares | 40,000 | 1,350,000 | ||||
Proceeds from issuances of common stock | $ 2,600 | $ 270,000 | ||||
Subsequent event [Member] | Lender [Member] | ||||||
Conversion of debt to common stock | 411,118 | |||||
Subsequent event [Member] | Investor [Member] | ||||||
Common stock, shares issued, Shares | 925,000 | |||||
Proceeds from issuances of common stock | $ 185,000 | |||||
Subsequent event [Member] | Joint Venture [Member] | Doore, LLC [Member] | ||||||
Ownership percentage | 49.00% | 49.00% | ||||
Subsequent event [Member] | Joint Venture [Member] | Spring Hill Water Company, LLC [Member] | ||||||
Ownership percentage | 51.00% | 51.00% |