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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2014

 

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

 

For the transition period from ______________ to ______________

 

HealthTalk Live, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333- 189735

 

45-1994478

(State or other jurisdiction

of incorporation or organization)

 

(SEC File Number)

 

(IRS I.D.)

  

1955 Baring Boulevard

Sparks, NV

 

89434

 (Address of principal executive offices)

 

(Zip Code)

  

Registrant’s Telephone Number: (626) 393-1881
 

_______________________________________________________________ 

(Former name, former address and former three months, if changed since last report) 

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

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 ¨ No x

 

As of February 10, 2015 there were 32,217,585 shares issued and outstanding of the registrant’s common stock.

 

 

 

TABLE OF CONTENTS 

 

PART I — FINANCIAL INFORMATION

       
           

Item 1. 

Financial Statements.

    3  
           

Item 2. 

Management’s Discussion and Analysis or Plan of Operation.

    11  
           

Item 3. 

Quantitative and Qualitative Disclosure about Market Risk.

    16  
           

Item 4. 

Controls and Procedures.

    16  
           

PART II — OTHER INFORMATION

       
           

Item 1. 

Legal Proceedings.

    17  
           

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds.

    17  
           

Item 3. 

Defaults Upon Senior Securities.

    17  
           

Item 4. 

Mine Safety Disclosures.

    17  
           

Item 5. 

Other Information.

    17  
           

Item 6. 

Exhibits.

    18  

  

 
2

 

PART I — FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

HEALTHTALK LIVE, INC.

BALANCE SHEETS

 

   

Unaudited

       
   

December 31,

   

March 31,

 
   

2014

   

2014

 

ASSETS

Current assets:

           

Cash

$

382

 

$

1,112

 

Accounts receivable

 

5,831

   

-

 
             
   

6,213

   

1,112

 

Non-current assets:

           

Net property and equipment

 

81,555

   

89,198

 
             

Total assets

$

87,768

 

$

90,310

 
             

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -

           

Accounts payable

$

18,668

 

$

10,159

 
             

Long-term liability -

           

Due to officers

 

98,100

   

65,000

 
             

Stockholders' equity:

           

Common stock; par value $.001, 100,000,000 shares authorized; 32,217,585 and 31,719,000 issued and outstanding, respectively

 

32,218

   

32,218

 

Additional paid-in capital

 

219,540

   

219,540

 

Accumulated deficit

(280,758

)

(236,607

)

             
Total stockholders' equity

(29,000

)

 

15,151

 
             

Total liabilities and stockholders' equity

$

87,768

 

$

90,310

 

 

 
3

 

HEALTHTALK LIVE, INC.

CONDENSED STATEMENTS OF OPERATIONS

 

    Unaudited
Nine months
ended
    Unaudited
Nine months
ended
    Unaudited
Three months ended
    Unaudited
Three months ended
 
    December 31,     December 31,     December 31,     December 31,  
 

2014

   

2013

   

2014

   

2013

 
                               

Revenues

 

$

8,193

   

$

3,834

     

6,664

     

1,694

 
                               

Operating expenses:

                               

Legal and professional

   

13,615

     

56,568

     

845

     

1,188

 

Advertising and promotion

   

20,470

     

4,405

     

9,415

     

-

 

Depreciation and amortization

   

9,000

     

4,500

     

-

     

-

 

Website hosting and maintenance

   

3,805

     

3,910

     

1,082

     

837

 

Office and other expenses

   

4,300

     

8,709

     

152

   

(75

)

Computer

   

-

     

301

     

-

     

142

 

Bank and credit card charges

   

1,154

     

1,080

     

355

     

475

 

Total operating expenses

   

52,344

     

79,473

     

11,849

     

2,567

 
                               

Net loss

 

$

(44,151

)

 

$

(75,639

)

 

$

(5,185

)

 

$

(873

)

                               

Loss per Share:

                               

Basic and diluted loss per share

 

$

-

   

$

-

   

$

-

   

$

-

 
                               

Basic and diluted weighted average shares outstanding

   

32,217,585

     

31,848,293

     

32,217,585

     

31,977,585

 

 

 
4

  

HEALTHTALK LIVE, INC.

STATEMENTS OF CASH FLOWS

 

 

Unaudited

 Nine months
ended

 December 31,

 2014

Unaudited

 Nine months
ended

 December 31,

 2013

Unaudited

 Three months ended

 December 31,

 2014

Unaudited

 Three months ended

 December 31,

 2013

Cash flows provided by operating activities:

               

Net loss

 

$

(44,151

)

 

$

(75,639

)

 

$

(5,185

)

 

$

(21,427

)

Adjustments to reconcile net loss to net cash provided by (used for) operating activities:

                               

Depreciation and amortization

   

9,000

     

4,500

     

-

     

1,500

 

Issuance of common stock for services

   

-

     

25,858

     

-

     

-

 

Increase (decrease) in assets:

                               

Accounts receivable

 

(5,831

)

         

(5,831

)

       

Increase (decrease) in liabilities:

                               

Accounts payable

   

8,509

   

(5,082

)

   

2,444

     

5,000

 
                               

Net cash (used in) operating activities

 

(32,473

)

 

(50,363

)

 

(8,572

)

 

(14,927

)

                               

Cash flows (used for) investing activities -

                               

Purchases of property and equipment

 

(1,357

)

 

(7,406

)

   

-

     

-

 
                               

Net cash (used in) investing activities

 

(1,357

)

 

(7,406

)

   

-

     

-

 
                               

Cash flows provided by financing activities -

                               

Proceeds on due to officers

   

33,100

     

10,000

     

8,100

     

10,000

 

Payments on due to officers

   

-

     

-

                 

Issuance of common stock

   

-

     

-

     

-

     

-

 
                               

Net cash provided by financing activities

   

33,100

     

10,000

     

8,100

     

10,000

 
                               

Increase (decrease) in cash

 

(730

)

 

(47,769

)

 

(472

)

 

(4,927

)

                               

Cash-beginning of period

   

1,112

     

50,783

     

854

     

7,941

 
                               

Cash-end of period

 

$

382

   

$

3,014

   

$

82

   

$

3,014

 
                               

Supplemental cash flow information:

                               
                               

Cash paid for:

                               

Interest

 

$

-

   

$

-

   

$

-

   

$

-

 

Income taxes

   

-

     

-

     

-

     

-

 

  

 
5

 

HEALTHTALK LIVE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the financial statements. 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.

 

 

 

The interim unaudited condensed financial statements as of September 30, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended March 31, 2014 filed with the SEC on form 10-K on July 7, 2014.

 

 

 

Formation and Business Activity

 

 

 

HealthTalk Live, Inc. (the Company) was formed on April 1st, 2011 in the state of Nevada and operations commenced immediately.

 

 

 

The Company has adopted March 31st as its fiscal year end.

 

 

 

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 person’s unique requirements.

 

 
6

 

HEALTHTALK LIVE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

  

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

 

Formation and Business Activity (Continued)

 

 

 

The Company includes integrative medicine in their overall approach, which is designed to treat the person and not just the disease. This approach depends on a partnership between the patient and the doctor, where the goal is to treat the mind, body and spirit all at the same time. What makes integrative medicine appealing is that many people have an overall dissatisfaction with the current health care system that often has doctors feeling rushed and overwhelmed and leaves patients feeling is if they are nothing more than diseases and/or statistics. Integrative medicine seems to promise more time, attention and a broader approach to healing, one that in not entirely based on the western biomedical model. Therefore, this approach combines conventional western medicine and alternative or complementary treatments.

 

 

 

The Company operates in one segment 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.

 

 

 

Long-lived Assets

 

 

 

The Company’s 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 management’s 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, 2014 and December 31, 2014, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.

  

 
7

 

HEALTHTALK LIVE, INC. 

NOTES TO FINANCIAL STATEMENTS 

DECEMBER 31, 2014

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

 

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 September 30, 2013 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.

 

 

 

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 Company’s future 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. The Company had an accumulated deficit of approximately $281,000 at December 31, 2014, had net losses of approximately $44,000 for the nine months ended December 31, 2014 and net cash used in operating activities of approximately $32,000 for the nine months ended December 31, 2014, with little revenue earned since inception, and a lack of operational history. These matters, among others, raise substantial doubt about the ability to continue as a going concern.

  

 
8

 

HEALTHTALK LIVE, INC. 

NOTES TO FINANCIAL STATEMENTS 

DECEMBER 31, 2014

  

2.

GOING CONCERN (CONTINUED)

 

 

 

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. 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 Company’s 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.

 

 

3.

PROPERTY AND EQUIPMENT

 

 

 

A summary is as follows:

  

    (Unaudited) December 31,
2014
    Year ended
March 31,
2014
 
         

Website development

 

$

88,964

   

$

88,965

 

Studio and office equipment

   

22,267

     

20,909

 
               
   

111,231

     

109,874

 

Less: accumulated depreciation and amortization

 

(29,676

)

 

(20,676

)

               

Ending Balance

 

$

81,555

   

$

89,198

 

 

4.

RELATED PARTY TRANSACTIONS

 

 

 

Loan from officers-stockholders

 

 

 

During the nine months ended December 31, 2014 the officers of the Company loaned $33,000 to the Company in order to fund operations. The loan is unsecured without interest. It is expected that when the Company can generate sufficient cash flows from operations, the loan will be requested to be paid.

  

 
9

 

HEALTHTALK LIVE, INC. 

NOTES TO FINANCIAL STATEMENTS 

DECEMBER 31, 2014

  

5.

STOCKHOLDERS’ EQUITY

 

 

 

The Company was formed on April 1st, 2011 in the state of Nevada and operations commenced immediately. The Company is authorized to issue 100,000,000 shares of common stock with a par value of $.001. The Company is also authorized to issue 10,000,000 shares of preferred stock with a par value of $.001. No shares of preferred stock have been issued to date.

 

 

6.

CONTINGENCIES

 

 

 

Legal

 

 

 

The Company is not involved in any legal matters arising in the normal course of business. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

 

 

7.

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 three and nine month periods ended December 31, 2014 and 2013.

  

 
10

  

Item 2. Management’s Discussion and Analysis or Plan of Operation.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

Overview

 

Our business provides traditional plus natural health and wellness information services through our real-time interactive website, HealthTalkLive.com, and through our Live Radio Show on Sirius/XM channel 131 distributed through Salem Radio Network and other affiliate radio stations. For the most part, the affiliate radio stations will be an additional source of revenue, web traffic and advertising. Users of our site have access to information on traditional and natural methods of health care and how to employ those methods, either alone or as a compliment modern medical treatment. HealthTalkLive.com is an integrative health site.

 

On July 11, 2014 HealthTalk Live Inc., entered into a long term continuing contract with Salem Radio Network (SRN) to distribute the live call-in radio show, Health Talk Live, on Sirius/XM satellite radio channel 131 Saturdays 1-2 PM Eastern, starting August 2, 2014. The show is also being streamed live worldwide and available for simultaneous affiliate radio station rebroadcast by either direct satellite connection or broadcast quality Computer Modem (CM). Affiliate stations may also download the show by file transfer protocol (FTP) for replay during a different time slot. As a result of this agreement and our now having a radio outlet for our content, HealthTalk Live, Inc. anticipates revenue to increase and, although it is still too early to accurately predict, we hope to be profitable in the long run, although there is no assurance if or when we will ever be profitable.

 

On our site, information is disseminated through the live chat forum, reference center, news E-newsletters, Health Tools, Medical Videos.

 

 
11

  

The type of information disseminated through the web site is highly customizable to the user’s inputs. The information distributed comes from Health Guides and personal Health Calculators that are widely available in Health and Medical Journals. In some cases, the “forum” or open “blog” will answer individual questions. These questions are answered by various users of the site and are not validated or endorsed by the company. All statements are the opinion of Company and are not intended to diagnose, treat, cure or prevent any disease. The information disseminated on the radio show is live in real time although the stream is delayed 8 seconds. Affiliate stations may rebroadcast our show in any time slot they wish, any show replayed in any time slot other than live is considered a delayed broadcast.

 

The Company’s advice for wellness includes integrative medicine. The National Institute of Health defines Integrative Medicine as the combination of conventional medicine with Complementary and Alternative Medicine for which there is evidence of safety and effectiveness. Integrative Medicine is designated to treat the person and not just the disease. This approach depends on a partnership between the patient and the doctor, where the goal is to treat the mind, body, and spirit all at the same time. The Company believes that through integration, more time and attention can be spent on a broader approach to healing, and is not based entirely on Western Medical thought. The National Center for Complementary and Alternative Medicine (NCCAM), part of the National Institute of Health (nih.gov) is in the process of changing its name to the National Center for Research on Complementary and Integrative Health (NCRCI).

 

The business plan calls for revenues to be generated through individual monthly subscriptions, affiliate radio stations and advertising on the web-portal. As of the current date, the company has entered into agreements with outside vendors for additional services regarding advertising or revenue sharing. Individual monthly subscriptions will eventually be phased out as advertising and affiliate station revenue increases. HealthTalk Live is no longer actively pursuing Platinum Members; although Platinum members can and do continue to enroll. 

 

As of the date of this quarterly filing, we have generated minimal revenues. However, we have done all the necessary work to have our registration statement declared effective by the SEC on October 17, 2013 and have obtained and OTC Market trading symbol of HLTK.

 

Results of Operations

 

For the three months ended December 31, 2014 vs. December 31, 2013

 

Revenue

 

For the three months ended December 31, 2013, the company had net total revenues of $1,694 which came from the sale of subscription agreements to its website.

 

For the three months ended December 31, 2014, the company had net total revenues of $6,664 an increase of 293% which came from the increase in advertising revenue to its website. The increase was due to an increase in traffic on the website purchasing products from our advertisers.

 

Expense

 

Our expenses consist of selling, general and administrative expenses as follows:

 

For the three months ended December 31, 2013 there were a total of $2,567 in operating expenses, which includes Legal and professional fees of $1,188, computers $142, Bank fees $475, office and other expenses of $(75), and website hosting and maintenance of $837.

 

 
12

  

For the three months ended December 31, 2014, there were a total of $11,849 in operating expenses, which includes Legal and professional fees of $845, Website hosting and maintenance of $1,082, Office and other expenses $152, Bank fees $355, and advertising and promotion $9,415.  Increases in operating expenses were mainly due to the increases in advertising and promotion.

 

We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities as well as maintaining our public listing.

 

Income & Operation Taxes

 

We are subject to income taxes in the U.S.

 

We paid no income taxes in the USA for the three months ended December 31, 2014 due to the net operation loss in the USA.

 

Net Loss

 

We incurred net losses of $873 for the three months ended December 31, 2013 and net losses of $5,185 for the three months ended December 31, 2014. The increase in net loss was mainly due to increases in expenditures for advertising and promotion.

 

For the nine months ended December 31, 2014 vs. December 31, 2013

 

Revenue

 

For the nine months ended December 30, 2013, the company had net total revenues of $3,834 which came from the sale of subscription agreements to its website.

 

For the nine months ended December 30, 2014, the company had net total revenues of $8,194 an increase of 114% which came from the increase in advertising agreements to its website.

 

Expense

 

Our expenses consist of selling, general and administrative expenses as follows:

 

For the nine months ended December 31, 2013 there were a total of $79,473 in operating expenses, which includes Legal and professional fees of $56,568, computers $301 Bank fees $1,080, office and other expenses of $8,709, website hosting and maintenance $3,910, advertising and promotion of $4,405 and depreciation and amortization of $4,500.

 

 
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For the nine months ended December 31, 2014, there were a total of $52,344 in operating expenses, which includes Legal and professional fees of $13,615, Website hosting and maintenance of $3,805 Office and other expenses $4,300. Bank fees $1,154, depreciation and amortization of $9,000 and Advertising and Promotion $20,470. Decreases in operating expenses were due to the lessor amounts due for the public listing process in legal & professional fees. 

 

We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities as well as maintaining our public listing.

 

Income & Operation Taxes

 

We are subject to income taxes in the U.S.

 

We paid no income taxes in the USA for the nine months ended December 31, 2014 due to the net operation loss in the USA.

 

Net Loss

 

We incurred net losses of $75,639 for the nine months ended December 31, 2013 and net losses of $44,151 for the nine months ended December 31, 2014. The decrease in net loss was due to decreases in expenditures for office, general and administrative, professional and legal expenses.

 

Commitments and Contingencies

 

Our web presence is being hosted by a 3rd Party Hosting Company. We are a month-to-month contract with this company. The information on our website is not sourced from any particular vendor, but contains abstractions from commonly available medical journals and information based media outlets. We offer various levels of paid subscriptions:

 

Subscription Options

  

Monthly Silver Membership - Free - Ongoing 

One (1) month of Silver Membership, including access to our forums and E-newsletters.

  

Monthly Platinum Membership - 6.95 USD per 1 month - for 1 time 

One (1) month of Platinum Membership, including access to our forums and reference center.

  

Monthly Platinum Membership - 6.95 USD per 1 month - Ongoing 

Monthly Platinum Membership - Autobill. If you would like to be billed automatically, without having to renew every month, please select this option.

  

Semi-Annual Platinum Membership - 34.75 USD per 6 months - for 1 time 

Six (6) months of Platinum Membership, including access to our forums and reference center.

  

Annual Platinum Membership - 69.50 USD per 1 year - for 1 time 

One (1) year of Platinum Membership, including access to our forums and reference center.

 

While we encourage members to visit participating vendors that offer discounts to our members, we have not received any compensation or a percentage of sales at this time.

 

 
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Foreign Currency Translation

 

The Company has determined the United States dollars to be its functional currency for HeathTalk Live Inc. We do have subscribers and visitors from overseas, however all transactions are in United States Dollars. There were no foreign currency translation effects on our financial presentation.

 

Liquidity and Capital Resources

 

    Nine months ended December 31, 2014     Nine months ended December 31, 2013  
         

Current Ratio

(.33


)

   

.11

 

Cash

 

$

382

     

1,112

 

Working Capital

 

$

(12,455

)

 

(9,047

)

Total Assets

 

$

87,768

     

90,310

 

Total Liabilities

 

$

116,768

     

75,159

 
                 

Total Equity

 

$

(29,000

)

   

15,151

 
                 

Total Debt/Equity

 

(4.03

)

   

4.96

 

 ____________ 

*Current Ratio = Current Assets /Current Liabilities

 

** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.

 

The Company had cash and cash equivalents of $382 and working capital of ($12,455) for the period ended December 31, 2014. For the three months ended December 31, 2013 the Company had cash and cash equivalents of $1,112 and working capital of ($9,047). As of the three months ended December 31, 2014 the Company had $115,768 in Total Liabilities and Debt and for the three months ended December 31, 2013, the company had $75,159 in Liabilities and Debt.

 

Our business plan includes the following milestones:

 

Milestones

 

EVENT

ACTION

ESTIMATED TIME TO COMPLETE

ESTIMATED COST

Hiring Symposium

Attract talent to build new, fully interactive website

6-8 months (prior to launch)

$750,000 - $ 1,000,000

Additional Hiring

Hire forum moderators to cover the website 24 hours a day, seven days a week

1 month (prior to launch)

$600,000 for first year

Hire staff researchers for radio program, news section, and reference center

4-5 months (prior to launch)

$600,000 for first year

Advertising

Live Radio Show Plus Internet and TV Advertising

As soon as practical

$500,000 – $700,000

TOTAL

   

$2,450,000 - $2,900,000

  

 
15

 

The primary obstacle to implementing this plan would be if we are unable to raise the capital necessary to fund such a large expansion. We believe that becoming a public company will facilitate our ability to raise some or all of this additional capital. If we are unable to raise the entire $2,450,000 to $2,900,000 we estimate is necessary for the expansion described above we will use the actual funds raised to hire at least two designers and six programmers. In the event that we do not raise the entire amount we will also drop all television advertising and focus our efforts on Live Radio plus search engine optimization.

 

As of December 31, 2014, HealthTalk Live, Inc has $382 in cash on-hand. If we maintain operations at current levels, we anticipate we will incur approximately $48,000 in additional expenses in the next 12 months. We anticipate additional costs associated with our staying public in the next 12 months of approximately $20,000. Accordingly, we estimate a burn rate of $5,700 per month during the next 12 months. These numbers are based on the maintenance of the website and professional expenses. We anticipate funding these anticipated expenses with revenues. If we do not generate enough revenue through memberships and advertising to cover our estimated expenses for the next 12 months, our President Johnie Yawn and our Secretary Vicki Yawn have agreed to loan the Company money to continue operations. The Company as of December 31, 2014 owes $98,100 to Johnie and Vicki Yawn from previous loans for operations. These loans were made on an oral basis without interest, due upon demand. Management is under no obligation to loan the Company additional funds for operations. If Johnie and Vicki Yawn exercise their rights under the loan agreement and demand immediate repayment of all sums due, it is currently unlikely that the Company has the resources to make such repayments and may not have such resources in the future if such demand were made, which in the worst case could cause the Company to have to cease operations as the Company would have no funds available to continue operations.

 

Our auditor has indicated in its report that our losses and need to rely on loans from management raises substantial doubt about our ability to continue as a going concern.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at December 31, 2014 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at December 31, 2014, our disclosure controls and procedures are effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 
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PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a) Unregistered Sales of Equity Securities.

 

The Registrant did not sell any unregistered securities during the three months ended December 31, 2014.

 

(b) Use of Proceeds.

 

The Registrant did not sell any unregistered securities during the three months ended December 31, 2014.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable. 

 

 
17

 

Item 6. Exhibits.

 

(a)

Exhibits.

 

Exhibit No.

 

Document Description

     

31.1

 

CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

     

32.1 *

 

CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     

Exhibit 101

 

Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

     

101.INS

 

XBRL Instance Document**

     

101.SCH

 

XBRL Taxonomy Extension Schema Document**

     

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document**

     

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document**

     

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document**

     

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document**

_____________ 

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
18

  

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

 

HealthTalk Live, Inc., a Nevada corporation

 
       

Date: February 12, 2015

By:

/s/ Johnie M. Yawn

 
   

Johnie M. Yawn

 
   

Principal Executive Officer

 

 

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: February 12, 2015

By:

/s/ Johnie M. Yawn

 
   

Johnie M. Yawn

 
   

Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

  

 
19

 

EXHIBIT INDEX

 

Exhibit No.

 

Document Description

     

31.1

 

CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

     

32.1 *

 

CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     

Exhibit 101

 

Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

     

101.INS

 

XBRL Instance Document**

     

101.SCH

 

XBRL Taxonomy Extension Schema Document**

     

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document**

     

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document**

     

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document**

     

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document**

_____________ 

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

20