SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

(Mark One)

[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to

Commission file number 333-166983

Healthway Shopping Network, Inc.

(Exact name of registrant as specified in its charter)

1300 N Florida Mango Rd, Suite 22

West Palm Beach, FL  33409

(Address of principal executive offices)  (zip code)

Registrant's telephone number, including area code:    (877)564-4976

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $.0000001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

[  ] Yes   [ X ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ] Yes   [ X ] No

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ] Yes   [   ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).

[ X ] Yes   [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ X ] Yes   [  ] 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", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes   [ X ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

$ 0

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

       Class                                                              Outstanding at

                                                                            December 31, 2015

Common Stock, par value $0.0000001                 190,100,000

Documents incorporated by reference:            None

 

PART I

Item 1.  Business

      Healthway Shopping Network, Inc. (the Company) was incorporated on January 11, 2008 under the laws of the State of Florida to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

     On March 19, 2012, the Company registered its common stock on a S1 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

     The Company has sustained operating losses since inception of the Company on January 11, 2008.  The Company has deficit accumulated during the development stage of $76,399 at December 31, 2015.

     The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern.  At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.

      The management of the Company plans to use their personal funds to pay all expenses incurred by the Company in 2016.  There is no assurance that the Company will ever be profitable.

     The Company has been in the developmental stage since inception and its operations to date have been limited to filing a registration statement and issuing shares of its common stock to the original shareholders and to the subsequent shareholders.

    The Company was formed to be a television, Internet, and retail sales company that focuses on selling health products to the general public on Television, Internet TV and  Internet.

Item 2.  Properties

     The Company has no properties and at this time has no agreements to acquire any properties.  The Company currently uses the offices of its president at no cost to the Company.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the Company.

Item 4.  Mine Safety Disclosures.

      Not applicable.

 

PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      There is currently no public market for the Company's securities.

Item 6.  Selected Financial Data.

     There is no selected financial data required to be filed for a smaller reporting company.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may," "shall," "could," "expect," "estimate," "anticipate," "predict," "probable," "possible," "should," "continue," or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

 

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guarantee that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates.

     The Company has sustained operating losses since inception of the Company on January 11, 2008.  The Company has profit of $12,300 accumulated during  the year ending on December 31, 2014.  Currently the company is generating a loss of $10,724 for the year of 2015.

     The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern.  At present, the Company has limited operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.

      The management of the Company plans to use their personal funds to pay all expenses incurred by the Company in 2015.  There is no assurance that the Company will ever be profitable.

     The Company has been in the developmental stage since inception and its operations to date have been limited to filing a registration statement and issuing shares of its common stock to the original shareholders and to the subsequent shareholders.

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.

 

 

Overview. Healthway Shopping Network, Inc. ("We" or the "Company") was incorporated in the State of Florida on January 11, 2008. We were formed to be a television, Internet, and retail sales company that focused on selling health products to the general public on Television, Internet TV and  Internet.  The company has just received notice  from the Securities and Exchange Commission that their S1 Registration is effective on March 19, 2012.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended December 31, 2015, together with notes thereto, which are included in this report.

 

2015 Year-End Analysis

      The Company has received no income, has had no operations nor expenses, other than Florida state fees and accounting fees as required for incorporation and for the preparation of the Company's financial statements.

     As of December 31, 2015, the Company has generated a loss of $10,724 and had income and cash flows from operations in 2015.

     The Company has sustained operating losses since inception of the Company on January 11, 2008.  The Company has profits accumulated during 2014 of $ 12,300 at December 31, 2014, but had a loss of $10,724 in 2015.  This loss was due to purchase of inventory in 2015. Considering  the profits of 2014 of $12,300 and subtracting the loss of 2015 of $10,724, the result yields a net profit of $1,576  between the two years of 2014 and 2015.

Results of Operations.

Revenues. Healthway Shopping Network has generated revenues for the year ended December 31, 2015, as compared to similar revenues for the year ended December 31, 2014. The Company is in a Developmental Stage and anticipates revenues in the future quarters as they begin funding the company through the sales of the shares declared effective on March 19, 2012.  We expect to generate more significant revenues as we continue to grow our operations and increase television and internet coverage and household viewing areas.

Operating Expenses. For the year ended December 31, 2015, our total operating expenses have been very controlled and were limited to cost of sales of products and direct costs associated with the requirements to maintain the effective registration of shares to be sold to raise funds to fund the business operations.  Officers did not receive salaries during this period.

Net Income (Loss). For the year ending 2015, there was a net loss from operations of $10,724.  The net profit/ loss from operations for the year ending December  31, 2015 and December 31, 2014 were ($10,724) profit and $12,300 profit, respectively.  Our operating expenses for the year ended December 31, 2015 were comprised of the costs to maintain a public company filings, state fees and accounting fees and cost of goods sold as well as operational expenses.

 

 

   RECENT ACCOUNTING PRONOUNCEMENTS

Adopted

     Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income

and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require

that all non-owner changes in shareholders' equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any, adoption of ASU 2011-11 will have on its financial statements.

 

 

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its financial statements.

Item 8.  Financial Statements and Supplementary Data

     The financial statements and Report of Independent Registered Accounting Firm for the years ended December 31, 2015 and 2014 and from inception from January 11, 2008 (inception) to December 31, 2015 are attached hereto and include herein.

 

 

 

TABLE OF CONTENTS
Independent Auditors’ Report	1
Financial Statements
Balance Sheets	2
Statements of Operations	3
Statements of Stockholders' Deficit	4
Statements of Cash Flows	5
Notes to Financial Statements	6 - 10

 

 

Healthway Shopping Network, Inc
(A Development Stage Company)
Balance Sheets
		December 31,				December 31,
		2015				2014
ASSETS
Current assets:
Accounts Receivable			3,576				12,300
Prepaid Expenses			-				-
Other current assets			-				-
Total current assets			3,576				12,300
Property and Equipment (net)			-				-
Total Assets		$	3,576			$	12,300
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payables and Accrued expenses			5,323				3,323
Customer Deposit			-				-
Payable to Related party			12,350				12,350
Total current liabilities			17,673				15,673
Long term debt
Customer Deposit			3,100				3,100
Payable to Related party			57,626				57,626
Total long term liabilities			60,726				60,726
Total liabilities		$	78,398			$	76,399
Stockholders' equity:
Common stock, $0.0000001 par value, 200,000,000 shares authorized;
190,000,000 shares respectively issued and outstanding			19				19
Additional paid-in capital			14,829				14,829
Retained earnings			(89,670	)			(78,947	)
Total stockholders' equity:			(74,822	)			(64,099	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	3,576			$	12,300

Healthway Shopping Network, Inc
(A Development Stage Company)
Statements of Operations
		Year Ended December 31,
		2015				2014
Net revenues:
Whole Sale		$	15,000			$	15,000
Total net revenues			15,000				15,000
Cost of Goods Sold			2,357.60				-
Gross Income			12,642				15,000
Operating expenses:
General, selling and administrative expenses			23,366				2,700
Salaries and wages			-				-
Depreciation			-				-
Total operating expenses			23,366				2,700
Income (loss) from operations			(10,724	)			12,300
Other income (expense)
Interest income (expense)			-				-
Gain (loss) on derivative liability			-				-
Other income (expense)			-				-
Total other income (expense)			-				-
Income (loss) before income tax			(10,724	)			12,300
Provision for income taxes
Net income (loss)		$	(10,724	)		$	12,300
Basic income (loss)  per share		$	(0.000	)		$	0.000
Diluted income (loss) per share		$	(0.000	)		$	0.000
Weighted average shares - Basic			190,100,000				190,100,000
Weighted average shares - Diluted			190,100,000				190,100,000

 

(A Development Stage Company)

 

 

 

 

Healthway Shopping Network, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2015 and 2014

 

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated in the state of Florida on January 11, 2008.  The Company is currently in the development stage but plans to be engaged in sales of various holistic, natural, organic and other health remedies and foods.  The Company will provide fast, reliable assistance to individuals seeking to improve their health naturally.

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.  The following policies reflect specific criteria for the various revenues streams of the Company:

Revenue is recognized at the time the product is delivered.  Provision for sales returns will be estimated based on the Company's historical return experience.  Revenue is presented net of returns.

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015.  The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.  These financial instruments include cash and accounts payable and accrued expenses.  Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values.

Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period.  Diluted net (loss) income per common share adjusts the weighted average common shares for the potential

 

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock.  There were no common stock equivalents at December 31, 2015.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting".  The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized.  Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.  A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation.  ASC 718 requires all share-

 

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model.  ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity.  The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.

There are no recent accounting pronouncements that apply to the Company.

Note 2.  STOCKHOLDERS' (DEFICIT)

At inception, the Company issued 188,990,000 shares of its common stock to the founders of the Company for cash of $59.

In February 2008 the Company issued 57,500 shares of its common stock at $0.01 per share.

In February 2008 the Company issued 2,500 shares of its common stock at $0.04 per share.

In July 2008 the Company issued 30,000 shares of its common stock at $0.04 per share.

In July 2008 the Company issued 10,000 shares of its common stock at $0.04 per share.

In August 2008 the Company issued 10,000 shares of its common stock at $0.04 per share.

In May 2010 the Company issued 1,000,000 shares of its common stock at $0.0125 per share.

Note 3.  INCOME TAXES

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.  The sources and tax effects of the differences are as follows:

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the year ended December 31, 2015.  The sources and tax effects of the differences are as follows:

 

Income tax provision at the federal statutory rate			34	%
Effect of operating losses			(34)	%
			0	%

As of December 31, 2015, the Company has a net operating loss carry forward of approximately $89,670.  This loss will be available to offset future taxable income.  If not used, this carryforward will begin to expire in 2038.  The deferred tax asset relating to the operating loss carryforward has been fully reserved at December 31, 2015.

Note 4.  BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature.  For the period from inception to December 31, 2015, the Company incurred a net loss of $89,670.  In addition, the Company has no significant assets or revenues.

The Company's ability to continue as a going concern is contingent upon its ability to attain profitable operations by securing financing and implementing its business plan.  Certain current stockholders are prepared to fund the Company's operations for the next twelve months should the Company be unable to secure financing through private placements and/or by obtaining adequate credit facilities from financial institutions.  In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

Note 4.  BASIS OF REPORTING (continued)

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 5. SHAREHOLDER LOANS

At December 31, 2015 the Company was indebted to an officer and shareholder of the Company $57,626.  The loan bears no interest and is due on demand. These amounts were advanced by Mr. Cleveland Grey to complete the years.

Note 6. LOAN PAYABLE - RELATED PARTY

A related party, through common management, loaned the Company $0 and $4,000 during the years ended December 31, 2015 and 2014, respectively.  As of December 31, 2015 the total outstanding debt owed to the related party is $12,350.  The loan bears no interest and is due on demand.

Note 7.  SUBSEQUENT EVENTS

In accordance with ASC 855, management has evaluated the subsequent events through the date of issuance of the financial statements.  Based upon this evaluation, there are no subsequent events that require disclosure.

Name Cleveland Gary	Positions and Offices Held CEO

Name Beneficial Owner	Amount of Beneficial Ownership	Percent of Outstanding Stock
Cleveland Gary	129,590,000	68.164%
Carolyn Shiver	48,000,000	25.25%

				December 31, 2015				December 31, 2012
Audit-Related Fees				$	4,000			$	3,500

 

31.1	Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1	Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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