UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HealthTalk Live, Inc.
(Name of small business issuer in our charter)

Nevada
 
7375
 
45-1994478
(State or other jurisdiction
of incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
IRS I.D.


1955 Baring Boulevard
Sparks, NV
 
89434
 (Address of principal executive offices)
 
(Zip Code)

Registrant’s Telephone Number: (626) 393-1881
 
Corporate Administrative Services, Inc.
1955 Baring Boulevard
Sparks, NV 89434
 
(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. *

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
 
Large accelerated filer o Accelerated Filer o
Non-accelerated filer o Smaller reporting company x
 


 
 

 
CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
 
Amount to be registered [1]
   
Proposed maximum offering price
per unit
   
Proposed maximum aggregate offering price
   
Amount of registration
fee [2] [3]
 
Common Stock offered by the Selling Stockholders [4]
    1,080,000     $ .10     $ 108,000     $ 14.74  

(1) Estimated in accordance with Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.

(2) Calculated under Section 6(b) of the Securities Act of 1933 as .00013640 of the aggregate offering price.

(3) Represents shares of the registrant’s common stock being registered for resale that have been issued to the selling shareholders named in this registration statement.

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until we will file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.
 
 
2

 

PROSPECTUS – SUBJECT TO COMPLETION DATED July 1, 2013

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

HealthTalk Live, Inc.
1,080,000 Shares of Common Stock
 
Selling shareholders are offering up to 1,080,000 shares of common stock.  The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.  We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering.  Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities.  Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or on any listed exchange.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and will therefore be subject to reduced public company reporting requirements.
 
This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is _________________ , 2013.
 
 
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Table of Contents
 
Summary Information
    5  
         
Risk Factors
    9  
         
Use Of Proceeds
    18  
         
Determination Of Offering Price
    18  
         
Dilution
    19  
         
Selling Shareholders
    19  
         
Plan Of Distribution
    23  
         
Legal Proceedings 
    24  
         
Directors, Executive Officers, Promoters, And Control Persons
    24  
         
Security Ownership Of Certain Beneficial Owners And Management
    26  
         
Description Of Securities
    27  
         
Interest Of Named Experts
    27  
         
Disclosure Of Commission Position On Indemnification For Securities Liabilities
    28  
         
Description Of Business
    28  
         
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 
    40  
         
Description Of Property
    44  
         
Certain Relationships And Related Transactions
    45  
         
Market For Common Equity And Related Stockholder Matters
    45  
         
Executive Compensation
    48  
         
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure 
    48  
         
Financial Statements 
    49  
 
 
4

 
 
SUMMARY INFORMATION

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

Organization

HealthTalk Live, Inc. (The Company), is a Nevada Corporation formed on April 1, 2011 by its founders, Johnie M. Yawn and Vicki L. Yawn. The principal executive office is located at 1955 Baring Blvd, Sparks, NV 89434. Telephone: 775-358-1412

Business

HealthTalk Live, Inc. engages in significant operational activities in that it has developed and currently operates a website that provides integrative health and wellness information through its interactive website, www.healthtalklive.com and through search word optimization starting July 2013.  E-newsletters are sent out regularly with additional health information to those who subscribe.

We believe that there is a need for preventative and restorative healthcare suggestions, as an adjunct or alternative to modern-day protocols, so that people worldwide can make educated changes to their health regimen that includes correct kinds of diet, exercise and other natural changes to fit specific lifestyles for proper health worldwide

Visitors and members of the website receive varying degrees of access to read and post in the Company’s database, including:

·  
Community-based discussion groups in the Live Chat Forum
·  
Reference Center, containing a large and growing library of articles discussing various medical issues, cutting-edge treatments, diets, cleanses and other current applications for preventative and proactive health, written by staff and medical professionals (as credited).
·  
Current health news from National Institutes of Health (NIH) and other government supported websites (as credited).
·  
News articles submitted by staff members and voluntary medical professional associates, based upon information provided by the government and other credited organizations (as credited).
·  
Personal health calculators and other tools from Natural Standard Research ( www.naturalstandard.com )
·  
Surgical videos provided by ORlive ( www.orlive.com )
·  
Live and archived daily radio programs through Salem Radio and One Place

We have three levels of Members on our site:

PLATINUM MEMBERS
SILVER MEMBERS
TRIAL MEMBERS
$ 6.95 per month if paid on a monthly basis.
$ 2.95 per month, no contract
No fee, three-day trial.
$ 34.50 if paid semi-annual payment
$69.50 if paid annually
 
 
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Platinum Members of HealthTalkLive.com receive full access to: reading and posting in the Live Chat Forum, articles in the Reference Center, news articles, health tools and surgical videos, receipt of E-newsletters, as well as discounts from Participating Discount Vendors of fine natural health products. Many Participating Discount Vendors are volunteer topic posters and make integrative suggestions on HealthTalkLIVE Online (including Helen Pensanti, MD, John Young, MD, Frank Jordan of Nutritional Scientific Corporation, Ann McCombs, DO, Leigh Erin Connealy, MD’s PerfectlyHealthy products and RenewLife).

Silver Members of HealthTalkLive.com receive full access to reading and posting in the Live Chat Forum, access to most articles in the Reference Center, full access to News articles, health tools and surgical videos and receive E-newsletters.

Trial Members of HealthTalkLive.com receive, for a limited period of time, full access to reading and posting in the Live Chat Forum and limited access to articles in the Reference Center, full access to News articles, and receive E-newsletters.

We also allow Non-member visitors of HealthTalkLive.com, who receive full access to read (but not post) in the Live Chat Forum, very limited access to articles in the Reference Center, full access to News articles, and only receive E-newsletters if they sign-up for them.

HealthTalkLive.com has received approximately 550,000 Unique Visits from North America, Canada, South America, Europe, Asia and Australia (58% United States, 4% Canada, 4% Mexico, South and Central America), 18% Europe, 6% Australia and New Zealand, 9% Asia, 1% Other [Seychelles, Iceland, etc.]).   Unique visits are defined as visits that occur when some remote site (individual seeking information through a searching engine) makes a request for a page on our server for the first time.
 
During the first 12 months after going public, assuming we receive the required funding for which we currently have no contract, agreement or commitment, we anticipate engaging in the following operational activities in addition to our current significant operations:

EVENT
ACTION
ESTIMATED TIME TO COMPLETE
ESTIMATED COST
Hiring Symposium, San Antonio, TX
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
TV and Internet campaign
Immediately after going public
500,000 – 700,000
TOTAL
   
$2,450,000 - $ 2 ,900,000
 
 
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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 three programmers. In the event that we do not raise the entire amount we will also drop all television advertising and focus our efforts on search engine optimization.

As of April 1, 2013, HealthTalkLive.com has approximately $55,000 in cash on-hand.   If we maintain operations at current levels, we anticipate we will incur approximately $24,000.00 in additional expenses in the next 12 months.  We anticipate additional costs associated with our going and staying public in the next 12 months of approximately $20,000.  Accordingly, we estimate a burn rate of $3,700 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.  From formation on April 1, 2011 through March 31, 2013, the website has generated $11,484.75 in revenues solely from memberships. 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 currently owes $55,000.00 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.

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

Emerging Growth Company
 
We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:
 
 
(a) The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 
(b) The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

 
(c) The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 
(d) The date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
 
As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
 
 
7

 
 
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

The Offering

As of the date of this prospectus, we had 31,977,585 shares of common stock outstanding.

Selling shareholders are offering up to 1,080,000 shares of common stock.  The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will pay all expenses of registering the securities, estimated at approximately $50,000.  We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

STATEMENT OF LOSS:

   
Year ended
March 31, 2013
   
Year ended
March 31, 2012
 
             
Revenues
  $ 7,028     $ 3,895  
Operating expenses
    55,765       11,391  
Net loss
    (48,737 )     (7,496 )
 
BALANCE SHEET:

   
Year ended
March 31, 2013
   
Year ended
March 31, 2012
 
ASSETS
  $ 210,750     $ 145,908  
LIABILITIES
    65,083       68,004  
STOCKHOLDERS’ EQUITY
    145,667       77,904  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
    210,750       145,908  
 
 
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RISK FACTORS
 
Any investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, and all other information contained in this prospectus, before you decide whether to purchase our common stock. The occurrence of any of the following risk factors could harm our business.  You may lose part or all of your investment due to any of these risks or uncertainties.

Risks Related to our Business

Limited operating history

Our limited operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, expand our customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our service offerings, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and our failure to do so can have a material, adverse effect on our business prospects, financial condition and results of operations.

We have generated limited revenues from operations, which makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of March 31, 2013, we have generated only $11,484.75 in revenues since inception. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales of memberships, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.

There is substantial doubt about our ability to continue as a going concern and if we are unable to generate significant revenue or secure additional financing we may be unable to implement our business plan and grow our business.

Our auditors have raised substantial doubt as to our ability to continue as a going concern because we have suffered from continuous losses with an accumulated deficit of $41,699 as of March 31, 2013.  The continuation of our business as a going concern is dependent upon the continued financial support from our management.  There is uncertainty regarding our ability to implement our business plan and grow our business without additional financing.   We have no agreements, commitments or understandings to secure additional financing. Our future growth and success is dependent upon our ability to continue selling our services, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse affect on our ability to grow our business and implement our business plan.

Industry Risks

If we are unable to successfully compete with existing companies and new entrants to the market, this will have a negative impact on our business and financial condition and our ability to continue to generate revenues.

We will compete with several domestic and international companies that offer a range of services related to integrative medicine and the provision of information and services related to natural and traditional health care through the Internet   similar to our own or that compete in the same market. Some of our competitors have greater resources than we do, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing products or services that will directly compete with our services, and new, more efficient competitors may enter the market. If we are unable to successfully compete with existing companies and new entrants to the market, this will have a negative impact on our business and financial condition and our ability to continue to generate revenues.
 
 
9

 

Our targeted customer base is diverse and we face a challenge in adequately meeting each group’s needs.

Because we will serve multiple types of customers from natural and traditional health care enthusiasts to individuals seeking alternatives to their current medical treatments, we must work constantly to understand the needs, standards and requirements of several different customer groups and may devote significant resources to developing services that will suit their interests. If we do not accurately predict our customers’ needs and expectations, we may expend valuable resources in developing services that do not achieve broad acceptance across the markets.

Our success depends on adoption of our website and services by several communities, including natural and traditional health care enthusiasts, natural and traditional health care providers, as well as modern medical doctors, dieticians and patients seeking alternatives to their current health care regimens and if these communities do not adopt our services then our revenue will be severely limited.
 
The major groups to whom we believe our products will appeal may not embrace our services. Acceptance of our services will depend on several factors, including: cost, ease of use, familiarity of use, convenience, timeliness, strategic partnerships, and perception of reliability and actual reliability. If we fail to adequately meet our customers’ needs and expectations, our services offerings may not be competitive and our ability to commence or continue generating revenues could be reduced. We also cannot be sure that our business model will gain wide acceptance among all targeted groups. If the market fails to continue to develop, or develops more slowly than we expect, our ability to commence or continue generating revenues could be reduced.

Integrative medicine and the provision of information and services related to natural and traditional health care through the Internet is an emerging yet competitive industry and many of our competitors have greater resources that may enable them to compete more effectively.

The markets in which we operate are intensely competitive, continually evolving and, in some cases, subject to rapid change.    We face competition from numerous other companies, both in attracting users and in generating revenue from advertisers. We compete with online services and Web sites that provide health-related information, including both commercial sites and not-for-profit sites. Since there are no substantial barriers to entry into the markets in which we participate, we expect that competitors will continue to enter these markets. These competitors include more established companies like yahoo.com and msn.com that provide general-purpose consumer online services and portals and other high-traffic Web sites that include healthcare-related and non healthcare-related content and services.   Our competitors also include more specialized providers of online services, tools and applications for healthcare consumers, such as WebMD, iVillage.com, DrKoop.com, drugs.com, eMedicine.com and Realage.com. We also face competition from governmental and non-profit sites, such as NIH.com and medline.com.

Other competitors for advertising revenue include:

 
Publishers and distributors of traditional online media, including television and magazines targeted to consumers, as well as print journals and other specialized media targeted to healthcare professionals, many of which have established or may establish their own Web sites or partner with other Web sites;
 
Online medical conferences, CME programs and symposia; and
 
Vendors of healthcare information, products and services distributed through other means, including direct sales, mail and fax messaging.
 
 
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Competitors for the attention of healthcare professionals and consumers seeking integrative medicine information include:
 
 
The competitors for advertisers described above; and
 
Public sector, non-profit and other Web sites, including some Web sites maintained by our clients, that provide healthcare information without advertising or sponsorships from third parties.

Our website will also   compete with various providers and vendors in the licensing of content and in the sale of decision-support services and personal health calculators. Our competitors in this market include:
 
 
Providers of decision-support tools, such as Hewitt Associates LLP and Subimo, LLC;
 
Wellness and disease management vendors, including the Mayo Foundation for Medical Education and Research and Staywell Productions/MediMedia USA, Inc.;
 
Suppliers of online health management applications, including HealthMedia, Health A-Z and Consumer Health Interactive; and
 
Health information services and health management offerings of health plans and their affiliates, including those of Humana, Aetna and United Healthcare.

Many of our competitors have greater financial, technical, product development, marketing and other resources than we do. These organizations may be better known than we are and have more customers or users than we do. Many companies with business plans based on providing healthcare information through the Internet have failed to be profitable and some have filed for bankruptcy and/or ceased operations. We have earned limited income since inception and even if demand from users exists, we cannot assure you that our business will be profitable.    We cannot provide assurance that we will be able to compete successfully against these organizations or any alliances they have formed or may form.

We are not yet generating revenue through the sale of advertising and we cannot predict when we will be in a position to do so, which could materially affect our ability to generate significant revenues.

We are not yet selling advertising on our website and we cannot predict when we will be in a position to seek revenues through advertising. At the current time, traffic to our website is not currently sufficient to command the level of advertising revenue we have deemed sufficient for operation.  Advertisers frequently base payments on the volume of traffic to a website and the first price paid by an advertiser may determine the price we could command once traffic to our website increases.  We will seek advertising revenues after traffic to our website ensures that we can command advertising contracts at a higher price.  There is no guarantee that traffic to our website will ever be significant enough to command higher prices for advertising than at the current time.  Even if traffic to our website increases significantly we cannot guarantee that we will ever be able to generate significant revenue from advertising.

If we are unable to provide content, products and services that attract and retain users to HealthTalk Live at a level that is attractive to advertisers, our revenues will be reduced .

We believe that interest in our website will be based on our ability to make available natural and traditional health information, health care tools and other personalized services that meet the needs of our users. Our ability to do so depends, in turn, on:

 
Our ability to attract and retain qualified experts and independent writers that provide content that suits user demand and interest.
 
Our ability to attract moderators and experts that provide accurate and quality content to our users.
 
Our ability to monitor and respond to increases and decreases in user interest in specific topics.

We cannot assure you that we will be able to continue to develop or acquire needed content at a reasonable cost. We do not currently have written contracts with our content providers and experts.   If we are unable to provide content that attracts and retains users at a level that is attractive to advertisers, our revenues will be reduced. In addition, our ability to deploy new interactive tools and other features will require us to continue to improve the technology underlying our Web site. The required changes may be significant and expensive, and we cannot assure you that we will be able to execute them quickly and efficiently.
 
 
11

 

Adoption and reliance on integrative medicine and traditional health care techniques may fail to expand and attract new adherents and consumers.

The healthcare industry has changed significantly in recent years to include increasing numbers of consumers and experts seeking to adopt integrative medicine. We believe that a significant number of consumers increasingly continue to seek out and rely on integrative medicine, natural medicines and traditional medicines. However, the timing and impact of developments in the healthcare industry are difficult to predict and there is no assurance that this trend will continue. We cannot assure you that the market for our services will continue to exist at current levels or that we will have adequate technical, financial and marketing resources to react to and additional changes in the market.

We may not be able to attract visitors to our Web site on a consistent basis, which could adversely effect on our results of operations .

Since users of our website may be attracted to HealthTalkLive.com as the result of a specific condition or for a specific purpose, it is difficult for us to predict the rate at which users will continue to pay for our services. Further, users of our services may have access to numerous other online and offline sources of healthcare information services.  Because we generate revenues by, among other things, selling premium memberships which give users access to specific content and services on our site, a decline in user traffic levels or a reduction in the number of pages viewed by users could cause our revenues to decrease and could have a material adverse effect on our results of operations.

Any decrease in the volunteer participation of medical and natural health experts in our website services could significantly increase our costs and may materially affect our earnings.

Our operations depend heavily on the willingness of experts and professionals to provide their expertise to our members for little or no cost. We currently have no binding contract, agreement or commitment to acquire these services and rely on unpaid participation by professionals and experts. However, if professionals and experts we rely on are unable or unwilling to provide us with their expertise on terms favorable to us, we may be unable profitably provide our services. This could result in a decrease in profit and damage to our reputation in our industry. In the event that our costs of acquiring and maintaining the participation of these experts increases we may not be able to pass these higher costs on to our customers in full or at all. Any increase in the prices for this participation could materially increase our costs and therefore lower our earnings. 

Our revenues will decrease if there is less demand for information on integrative medicine or natural and traditional health care.

We are subject to the general changes in economic conditions affecting the purchase of services related to integrative medicine or natural and traditional health care. Demand for our products and services may be typically affected by a number of economic factors, including, but not limited to, consumer demand for the type of information and services we will provide. If there is a decline in demand for our services, our revenue will likewise decrease.

Our focus on providing information and services related to integrative medicine and natural and traditional health care does not permit us to spread our business risks among different business segments and, thus, a disruption in subscription for our services or the in the health care information industry would harm us more immediately and directly than if we were diversified.

We operate mainly in the provision of health care information services, and we do not expect this to change materially in the foreseeable future. Without business line diversity, we will not be able to spread the risk of our operations. Therefore, our business opportunities, revenue and income could be more immediately and directly affected by disruptions from such things as decreasing interest in the types of information we provide, payment disruptions and customer rejection of our specific platform. If there is a disruption as described above, our revenue and income will be reduced, and our business operations may have to be scaled back.
 
 
12

 
 
Risks Related to Use of the Internet and to Our Technological Infrastructure

Our users depend on Internet service providers, online service providers and other Web site operators to access our online services .

Users of our Web-based services depend on Internet service providers, online service providers and other Web site operators for access to our Web sites. Many of these providers have experienced significant outages in the past and could experience outages, delays and other difficulties in the future due to system failures unrelated to our systems. Any significant interruptions in our services or increases in response time could result in a loss of potential or existing users of and advertisers on our Web site and, if sustained or repeated, could reduce the attractiveness of our Web-based services.

We rely on bandwidth providers, data center providers, other third parties and our own systems for key aspects of the process of providing products and services to our users, and any failure or interruption in the services provided by these third parties or our own systems could harm our business.

Our online services are designed to operate 24 hours a day, seven days a week, without interruption. However, we have experienced and expect that we will experience interruptions and delays in services and availability from time to time. We rely on internal systems as well as third party vendors, including data center providers and bandwidth providers, to provide our online services. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event at one of our data centers, we may experience an extended period of system unavailability, which could negatively impact our relationship with users and adversely affect our brand and our business.

To operate without interruption, both our service providers and we must guard against:

 
Damage from fire, power loss and other natural disasters;
 
Communications failures;
 
Software and hardware errors, failures and crashes;
 
Security breaches, computer viruses and similar disruptive problems; and
 
Other potential interruptions.

Any disruption in the network access or co-location services provided by these third party providers or any failure of or by these third party providers or our own systems to handle current or higher volume of use could significantly harm our business. We exercise little control over these third party vendors, which increases our vulnerability to problems with services they provide.

Any errors, failures, interruptions or delays experienced in connection with these third party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our brand and our business and could expose us to liabilities to third parties. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannot provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

Implementation of changes in hardware and software platforms used to deliver our online services may result in performance problems and may not provide the additional functionality that was expected

From time to time, we may need to implement changes to the hardware and software platforms we use for providing our online services. During and after the implementation of those changes, a platform may not perform as expected, which could result in interruptions in operations, an increase in response time or an inability to track performance metrics. Any significant interruption in our ability to operate any of our online services could have an adverse effect on our relationships with users and clients and, as a result, on our financial results.

We rely on a combination of purchasing, licensing, internal development, and acquisitions to develop our hardware and software platforms. Our implementation of changes in these platforms may cost more than originally expected, may take longer than originally expected, and may require more testing than originally anticipated. In addition, we cannot provide assurance that changes in these platforms will provide the additional functionality and other benefits that were originally expected.
 
 
13

 

Risks Related to the Legal and Regulatory Environment in Which We Operate

Government regulation of the Internet could adversely affect our business .

The Internet and its associated technologies are subject to government regulation. Our failure, or the failure of our business partners or third party providers, to accurately anticipate the application of laws and regulations affecting our services and the manner in which we deliver them, or any other failure to comply, could create liability for us, result in adverse publicity and negatively affect our business. In addition, new laws and regulations, or new interpretations of existing laws and regulations, may be adopted with respect to the Internet or other online services covering user privacy, patient confidentiality, consumer protection and other issues, including pricing, content, copyrights and patents, distribution and characteristics and quality of products and services. We cannot predict whether these laws or regulations will change or how such changes will affect our business.

Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies.

The healthcare industry is highly regulated and is subject to changing political, legislative, regulatory and other influences. Existing and new laws and regulations affecting the healthcare industry could create unexpected liabilities for us, cause us to incur additional costs and restrict our operations. Many healthcare laws are complex and their application to specific products and services may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information services that we provide. However, these laws and regulations may nonetheless be applied to our products and services. Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply, could create liability for us, result in adverse publicity and negatively affect our businesses. Some of the risks we face from healthcare regulation are as follows:

Regulation of Drug and Medical Device Advertising and Promotion

-  
HealthTalk Live provides services that will involve advertising and promotion of natural and traditional healthcare and integrative medicine. Any increase in regulation of these areas by the Federal Food and Drug Administration, or the FDA, or the Federal Trade Commission, or the FTC, could make it more difficult for us to contract for sponsorships and advertising. It is also possible that new laws would be enacted that impose restrictions on advertising and promotion of natural and traditional health care products. Although we will rely substantially on the volume of our website traffic to drive advertising revenue, our advertising revenues could be materially reduced by additional restrictions on the advertising of prescription drugs and medical devices to consumers, whether imposed by law or regulation or by policies adopted by industry members.

-  
If the FDA or the FTC finds that any information on our Web sites violate FDA or FTC regulations, they may take regulatory or judicial action against us or the advertiser or sponsor of that information. State attorneys general may also take similar action based on their state’s consumer protection statutes.

We face potential liability related to the privacy and security of personal information we collect from consumers.  If the systems we use to provide online services experience security breaches or are otherwise perceived to be insecure, our business could suffer.

Internet user privacy has become a major issue both in the United States and abroad. We have privacy policies posted on our Web sites that we believe comply with applicable laws requiring notice to users about our information collection, use and disclosure practices. However, whether and how existing privacy and consumer protection laws in various jurisdictions apply to the Internet is still uncertain and may take years to resolve. Any legislation or regulation in the area of privacy of personal information could affect the way we operate our Web site and could harm our business. Further, we cannot assure you that the privacy policies and other statements on our Web sites or our practices will be found sufficient to protect us from liability or adverse publicity relating to the privacy and security of personal information.
 
 
14

 

We may not be successful in protecting our intellectual property and proprietary rights .

Our intellectual property is important to our businesses. We rely on a combination of trade secret, patent and other intellectual property laws and confidentiality procedures to protect our intellectual property. We believe that our non-patented proprietary technologies and business processes are protected under trade secret, contractual and other intellectual property rights. However, those rights do not afford the statutory exclusivity provided by patented processes. In addition, the steps that we take to protect our intellectual property, proprietary information and trade secrets may prove to be inadequate and, whether or not adequate, may be expensive.

We cannot assure you that we will be able to detect potential or actual misappropriation or infringement of our intellectual property, proprietary information or trade secrets. Even if we detect misappropriation or infringement by a third party, we cannot assure you that we will be able to enforce our rights at a reasonable cost, or at all. In addition, our rights to intellectual property, proprietary information and trade secrets may not prevent independent third party development and commercialization of competing products or services.

Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from providing certain services, which may harm our business .

We could be subject to claims that we are misappropriating or infringing intellectual property or other proprietary rights of others. These claims, even if not meritorious, could be expensive to defend and divert management’s attention from our operations. If we become liable to third parties for infringing these rights, we could be required to pay a substantial damage award and to develop non-infringing technology, obtain a license or cease selling the products or services that use or contain the infringing intellectual property. We may be unable to develop non-infringing products or services or obtain a license on commercially reasonable terms, or at all. We may also be required to indemnify our customers if they become subject to third party claims relating to intellectual property that we license or otherwise provide to them, which could be costly.

We may be subject to claims brought against us as a result of content we provide .

Consumers access health-related information through our online services, including information regarding particular medical conditions and possible adverse reactions or side effects from medications. If our content, or content we obtain from third parties, contains inaccuracies, it is possible that consumers, employees, health plan members or others may sue us for various causes of action. Although our Web sites contain terms and conditions, including disclaimers of liability, that are intended to reduce or eliminate our liability, the law governing the validity and enforceability of online agreements and other electronic transactions is evolving. We could be subject to claims by third parties that our online agreements with consumers and physicians that provide the terms and conditions for use of our public or private portals are unenforceable. A finding by a court that these agreements are invalid and that we are subject to liability could harm our business and require costly changes to our business.

We have editorial procedures in place to provide quality control of the information that we publish or provide. However, we cannot assure you that our editorial and other quality control procedures will be sufficient to ensure that there are no errors or omissions in particular content. Even if potential claims do not result in liability to us, investigating and defending against these claims could be expensive and time consuming and could divert management’s attention away from our operations. In addition, our business is based on establishing the reputation of our portals as trustworthy and dependable sources of healthcare information. Allegations of impropriety or inaccuracy, even if unfounded, could therefore harm our reputation and business.
 
 
15

 

Risks Related to Management and Personnel

We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of John ie Yawn and Vicki Yawn.  If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Our management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

Johnie Y awn and Vicki Yawn are responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to the management team and the employees as a whole. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Risks Related to the Market for our Stock

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
 
 
16

 
 
We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
 
Sales of our common stock under Rule 144 could reduce the price of our stock.

There are 1,977,585 shares of our common stock held by non-affiliates and 30,000,000 shares held by affiliates, which Rule 144 of the Securities Act of 1933 defines as restricted securities.

1,030,000 of our shares held by non-affiliates and 50,000 shares held by non-management affiliates are being registered in this offering, however the remaining non-affiliate shares as well as all of the remaining affiliates’ shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors.  Indeed, we do not have any audit or compensation committee.  These functions are performed by the board of directors as a whole.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions .

Our officers, directors and majority shareholders are the beneficial owners of approximately 94.58% of our outstanding common stock. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.
 
 
17

 

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
 
We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of any March 31 before that time, in which case we would no longer be an emerging growth company as of the following March 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer and as an issuer of penny stocks.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

Not applicable.  We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE
 
Our management has determined the offering price for the selling shareholders' shares. The price of the shares we are offering was arbitrarily determined based upon the prior offering price in our private placement. We have no agreement, written or oral, with our selling shareholders about this price. Based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:
 
·  
Our lack of significant revenues
·  
Our growth potential
·  
The price we believe a purchaser is willing to pay for our stock
 
The offering price does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.
 
 
18

 

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDERS

The selling security holders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.

We believe that the selling security holders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling security holders is or is affiliated with a broker-dealer. All selling security holders may be deemed underwriters.

Name of Shareholders
Total Shares Owned
Shares
Registered
Remaining Shares if All Registered Shares Sold [1]
% Before
Offering
% After
Offering
Material Transactions with Selling
Shareholder in past 3 years
(incl. nature of services provided
and dates provided) [7]
Rahim Zabihi [2]
140,000
50,000
90,000
*
*
 
Neda Seyhounzadeh [3]
100,000
50,000
50,000
*
*
 
Heather McEwen
500,000
50,000
450,000
1.56
1.41
 
Lisa Fisher
30,000
30,000
0
*
*
 
Simon Shahan & Tammy Shahan [4]
30,000
30,000
0
*
*
 
Tony A.  Mc. Donald & Paula K. McDonald
130,000
50,000
80,000
*
*
 
Robin J. Welborn & Oranette M. Welborn
30,000
30,000
0
*
*
 
Douglas T. James
9,000
9,000
0
*
*
 
Ann Chrissley
5,000
5,000
0
*
*
 
David Jones
2,500
2,500
0
*
*
 
Valerie W. Woodard
2,500
2,500
0
*
*
 
David Sadring
15,000
15,000
0
*
*
 
Frank Molloy
150,000
50,000
100,000
*
*
 
Helen Pensanti
5,000
5,000
0
*
*
 
Karen Allison
5,000
5,000
0
*
*
 
Timothy Meikle & Angela Meikle
25,000
25,000
0
*
*
 
Arthur S. Nobuyuki & Tamiko Nobuyuki
100,000
50,000
50,000
*
*
 
 
 
19

 
 
Michael Phillips
5,000
5,000
0
*
*
 
Shawn Youngquist & Meredith Youngquist
20,000
20,000
0
*
*
 
Peter W. Apel
20,000
20,000
0
*
*
 
James B. Caldwell &Verda Caldwell
30,000
30,000
0
*
*
 
Roxanne L. Stoneburg
10,000
10,000
0
*
*
 
Robert Richardson & Cathy Richardson
20,000
20,000
0
*
*
 
Lorna Ann Walker
5,000
5,000
0
*
*
 
Gary Croteau [6]
50,000
50,000
0
*
*
 
Lori Swiderski
5,000
5,000
0
*
*
 
Mark Sisselman
50,000
50,000
0
*
*
 
Rex Bolling & Judy Bolling
10,000
10,000
0
*
*
 
Valentina Sawelenjo
5,000
5,000
0
*
*
 
Jacqueline Cervantes
5,000
5,000
0
*
*
 
Jill Croteau [6]
5,000
5,000
0
*
*
 
Thomas E. Adams
5,000
5,000
0
*
*
 
Roger Beauchemin
20,000
20,000
0
*
*
 
Mark A Long
40,000
40,000
0
*
*
 
Ronald A Croteau [6]
10,000
10,000
0
*
*
 
Martin J. Long
60,000
50,000
10,000
*
*
 
Kassahun Hailu
5,000
5,000
0
*
*
 
Doreen Loiars
5,000
5,000
0
*
*
 
Randy & Donna Erwin
20,000
20,000
0
*
*
 
Victoria Cart
15,000
15,000
0
*
*
 
J. Peter McEwen, III
15,000
15,000
0
*
*
 
Frederick Harrid & Rosa Harrid
20,000
20,000
0
*
*
 
Johnie M. Yawn & Vicki L. Yawn [5]
30,000,000
50,000
29,950,000
93.82
93.66
 
Emily George Allen & Sean A. Allen
25,000
25,000
0
*
*
 
Michael T. Williams
79,292
25,000
54,292
*
*
 
Todd Feinstein
79,293
25,000
54,292
     
Richard Oravec
100,000
50,000
50,000
*
*
 
TOTAL
31,977,585
1,080,000
30,897,585
     
 
 
20

 
 
[1] Assuming sale of all shares registered hereunder.

[2] Shares owned as follows: Rahim Zabihi owner of 100,000 shares individually; Rahim Zabihi as father of Milaan Cyrus Zabihi is beneficial owner of 40,000 jointly with Neda Seyhounzadeh for Milaan Cyrus Zabihi under Uniform Gifts to Minors Act.

[3] Shares owned as follows: Neda Seyhounzadeh owner 60,000 individually; Neda as mother of Milaan Cyrus Zabihi beneficial owner of 40,00 share jointly with Rahim Zabihi for Milaan Cyrus Zabihiunder Uniform Gifts to Minors Act.

[4] Shares owned as follows: Simon Shahan & Tammy Shahan joint owners with rights of survivorship of 20,000 shares.  Simon Shahan & Tammy Shahan as father and mother of Sarah Shahan are beneficial owners of 5,000 shares for their minor child Sarah Shahan.  Simon & Tammy Shahan as father and mother of Michael Shahan are beneficial owners of 5,000 shares for their minor child Michael Shahan.

[5] Shares owned as followed.  Johnie Yawn owns 15,000,000 shares individually and is the beneficial owner of an additional 15,000,000 shares owned by his wife Vicki Yawn.  Vicki Yawn owns 15,000,000 shares and is the beneficial owner of an additional 15,000,000 shares held by her husband Johnie Yawn.

[6] Although these individuals have the same last name, the do not share the same address.  Ronald is no relation to Gary or Jill.

[7] All investors were members of our site prior to becoming investors.

Share Issuances

On April 1, 2011 the Company issued 15,000,000 shares of common stock to each of the two founders of the Company Johnie and Vicki Yawn for a total issuance of 30,000,000 shares.  The shares were valued at par value of $.001 and were paid through reduction in debt owed the founders in the amount of $30,000.

On January 26, 2012 the Company issued 100,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services at start-up valued at $10,000.

From April 1, 2011 to March 31, 2012, there were an additional 454,000 shares of common stock issued to twelve non-affiliated stockholders at $.10 per share for a total of $45,400.

On June 4, 2012 the Company issued 50,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services valued at $5,000.

On July 31, 2012 the Company issued 10,000 shares to Shawn Youngquist in exchange for consulting services valued at $1,000.
 
On June 26, 2013 the Company issued 158,585 shares to Michael T. Williams and Todd Feinstein, principal and previous of counsel, respectively, to Williams Securities Law Firm in exchange for legal services valued at $15,860.  They also issued 100,000 shares to Richard Oravec in exchange for financial consulting services valued at $10,000.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents.
 
 
21

 

We believed that Section 4(2) of the Securities Act of 1933 was available because:

·  
None of these issuances involved underwriters, underwriting discounts or commissions.
·  
Restrictive legends were and will be placed on all certificates issued as described above.
·  
The distribution did not involve general solicitation or advertising.
·  
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

·  
Access to all our books and records.
·  
Access to all material contracts and documents relating to our operations.
·  
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
Blue Sky

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.
 
 
22

 

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 1,080,000 shares of common stock. The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters.  We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter bulletin board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.
 
 
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OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Bulletin Board.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PRO CEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name
 
Age
 
Position
Johnie M. Yawn
 
64
 
President and Director
Vicki L. Yawn
 
56
 
Secretary and Director
George Carter
 
82
 
Director
 
 
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Johnie M. Yawn joined HealthTalk Live, Inc at the onset in April 2011. He is the President of Health Talk Live.  Prior to joining HealthTalk Live, Inc. he was the President of VitaGanza Health Foods, LLC from November 2000 to April 2011.
 
Mr. Yawn was credentialed by the Indiana Counselors Association on Alcohol and Drug Abuse (ICADA) as a Drug and Alcohol Counselor in Indiana from 1980 – 1991. He was also a Certified Alcohol Drug Abuse Prevention (ADAP) Officer in the United States Army from 1972-1976.  In 1978 Mr. Yawn received a BS in Psychology from Marian College, Indianapolis, IN.  In 1982 he received a MA in Psychology from Ball State University, Muncie, Indiana.  In 1985 he received a Ph.D. in Psychology from Great Lakes University.  He does not currently have any other business associations.   As a member of the board, Mr. Yawn contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.
 
Vicki L. Yawn joined HealthTalk Live, Inc. at the onset in April 2011.  She is the Vice President and Secretary of Health Talk Live and is also the Co-Host for the HealthTalk Live Talk Show radio program.  Prior to joining HealthTalk Live, Inc. she was the Vice President of VitaGanza Health Foods, LLC from November 2000 to April 2011. She previously acted as co-host for the VitaGanza Health Talk Show radio program.  Ms. Yawn is currently a candidate for a license as a Doctor of Naturopathic Medicine.  She anticipates receiving the license in 2013.  Prior to pursuing a license to practice as a Doctor of Naturopathic Medicine, Ms. Yawn received a Hanna Kroeger Practitioner Certification in 2004 in a program for vibropathic (homeopathic) and herbal combinations.  In 2002 she completed 26 courses in nutrition science at Nature’s Plus University.  Health Talk Live Inc. is her only business activity.  As a member of the board, Mrs. Yawn also contributes her knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.
 
George W. Carter joined us at the onset in April 2011 as Director.  Prior to joining us, he was the President of George W. Carter and Associates Investments and Insurance from 1966 to 1993. Subsequent to retirement to date he has been a mentor for SCORE (Service Corps Of Retired Executives), giving free, confidential advice to startup businesses. In 1965, he received a BS in Finance Indiana University, Bloomington Indiana.  As a member of the board, Mr. Carter contributes the benefits of his years of executive leadership and management experience and SCORE consulting dealing with businesses like ours.

Family Relationships
 
Johnie Y awn, President and Vicki Yawn, Secretary are married.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
 
 
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
     
 
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
     
 
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
     
 
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
     
  Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
     
 
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
     
 
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
 
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.  The business address of the shareholders is Corporate Administrative Services, Inc. 1955 Baring Boulevard, Sparks, NV 89434.

Name
 
Number of Shares
of Common stock
   
Percentage
before offering
   
Percentage after offering if registered shares sold
 
Johnie Yawn & Vicki Yawn [1]
    30,000,000       93.82 %     93.66 %
George W. Carter
    0       0 %     0 %
All executive officers and directors as a group [3 persons]
    30,000,000       93.82 %     93.66 %

[1] Shares owned as followed.  Johnie Yawn owns 15,000,000 shares individually and is the beneficial owner of an additional 15,000,000 shares owned by his wife Vicki Yawn.  Vicki Yawn owns 15,000,000 shares and is the beneficial owner of an additional 15,000,000 shares held by her husband Johnie Yawn.  50,000 of such shares are being registered in this offering.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 31,977,585 shares of common stock outstanding as of March 31, 2013.
 
 
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DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.
 
Common Stock
We are authorized to issue 100,000,000 shares of common stock with $.001 par value per share. As of the date of this registration statement, there were 31,977,585 shares of common stock issued and outstanding held by *** shareholders of the record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or windup, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

INTEREST OF NAMED EXPERTS

The financial statements for the period from inception on April 1, 2011 to March 31, 2013 included in this prospectus have been audited by Stein & Company, LLP which are independent certified public accountants, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Williams Securities Law Firm, P.A., Tampa, Florida.    Michael T. Williams, Esq., principal of Williams Securities Law Firm, P.A., owns 317,190 shares of our common stock, of which 50,000 are being registered in this registration statement.
 
 
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization

HealthTalk Live, Inc. (The Company), is a Nevada Corporation formed on April 1, 2011 by its founders, Johnie M. Yawn and Vicki L. Yawn. The principal executive office is located at 1955 Baring Blvd, Sparks, NV 89434. Telephone: 775-358-1412

Business

HealthTalk Live, Inc. engages in significant operational activities in that it has developed and currently operates a website that provides integrative health and wellness information through its interactive website, www.healthtalklive.com.  E-newsletters are sent out regularly with additional health information to those who subscribe.

We believe that there is a need for preventative and restorative healthcare suggestions, as an adjunct or alternative to modern-day protocols, so that people worldwide can make educated changes to their health regimen that includes correct kinds of diet, exercise and other natural changes to fit specific lifestyles for proper health worldwide

Visitors and members of the website receive varying degrees of access to read and post in the Company’s database, including:

·  
Community-based discussion groups in the Live Chat Forum
·  
Reference Center, containing a large and growing library of articles discussing various medical issues, cutting-edge treatments, diets, cleanses and other current applications for preventative and proactive health, written by staff and medical professionals (as credited).
·  
Current health news from National Institutes of Health (NIH) and other government supported websites (as credited).
·  
News articles submitted by staff members and voluntary medical professional associates, based upon information provided by the government and other credited organizations (as credited).
·  
Personal health calculators and other tools from Natural Standard Research (www.naturalstandard.com)
·  
Surgical videos provided by ORlive (www.orlive.com)
·  
Live and archived daily radio programs through Salem Radio and One Place
 
 
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We have three levels of Members on our site:

PLATINUM MEMBERS
SILVER MEMBERS
TRIAL MEMBERS
$ 6.95 per month if paid on a monthly basis.
$ 2.95 per month, no contract
No fee, three-day trial.
$ 34.50 if paid semi-annual payment
$69.50 if paid annually

Platinum Members of HealthTalkLive.com receive full access to: reading and posting in the Live Chat Forum, articles in the Reference Center, news articles, health tools and surgical videos, receipt of E-newsletters, as well as discounts from Participating Discount Vendors of fine natural health products. Many Participating Discount Vendors are volunteer guests on the radio program, HealthTalkLIVE Online (including Helen Pensanti, MD, John Young, MD, Frank Jordan of Nutritional Scientific Corporation, Ann McCombs, DO, Leigh Erin Connealy, MD’s PerfectlyHealthy products and RenewLife).

Silver Members of HealthTalkLive.com receive full access to reading and posting in the Live Chat Forum, access to most articles in the Reference Center, full access to News articles, health tools and surgical videos and receive E-newsletters.

Trial Members of HealthTalkLive.com receive, for a limited period of time, full access to reading and posting in the Live Chat Forum and limited access to articles in the Reference Center, full access to News articles, and receive E-newsletters.

We also allow Non-member visitors of HealthTalkLive.com, who receive full access to read (but not post) in the Live Chat Forum, very limited access to articles in the Reference Center, full access to News articles, and only receive E-newsletters if they sign-up for them.

HealthTalkLive.com has received approximately 378,000 Unique Visits from North America, Canada, South America, Europe, Asia and Australia (58% United States, 4% Canada, 4% Mexico, South and Central America), 18% Europe, 6% Australia and New Zealand, 9% Asia, 1% Other [Seychelles, Iceland, etc.]).   Unique visits are defined as visits that occur when some remote site (individual seeking information through a searching engine) makes a request for a page on our server for the first time.  We believe that a significant number of visitors to our website come from listeners of our radio broadcasting and recipients of our E-newsletter.

During the first 12 months after going public, assuming we receive the required funding for which we currently have no contract, agreement or commitment, we anticipate engaging in the following operational activities in addition to our current significant operations:

EVENT
ACTION
ESTIMATED TIME TO COMPLETE
ESTIMATED COST
Hiring Symposium, San Antonio, TX
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
TV and Internet campaign
Immediately after going public
500,000 – 700,000
TOTAL
   
$2,450,000 - $2,900,000
 
 
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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 three programmers. In the event that we do not raise the entire amount million we will also drop all television advertising and focus our efforts on search engine optimization.

As of April 1, 2013, HealthTalkLive.com has approximately $55,000 in cash on-hand.   If we maintain operations at current levels, we anticipate we will incur approximately $24,000.00 in additional expenses in the next 12 months.  We anticipate additional costs associated with our going and staying public in the next 12 months of approximately $20,000.  Accordingly, we estimate a burn rate of $3,700 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.  From formation on April 1, 2011 through March 31, 2013, the website has generated $11,484.75 in revenues solely from memberships. 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 currently owes $55,000.00 to Johnie and Vicki Yawn from previous loans for operations.  These loans were made on an oral basis.  They are without interest due on demand, and are expected to be repaid when sufficient cash flows permit.

From formation on April 1, 2011 through March 31, 2013, the website has generated $11,484.75 in revenues solely from memberships.

Consumer Services

Our goal is to provide an objective and trusted source of information for online services to support consumers in their efforts to employ educated natural, traditional or integrative techniques into their healthcare and lifestyle choices. We believe that our services and resources will appeal to both patients and doctors who want reliable, up-to-date content and advice on integrative medical techniques.

At this time our services are primarily member-based. Non-member users can read posts in the Live Chat Forum, News, receive E-newsletters, read many of the publications in the Reference Center and have some access to Health Tools and Videos. However, in order to post in the Live Chat Forum, read all publications in the Reference Center and access all of the Health Tools and Videos, paid memberships are required.

Community-based Discussion Groups

HealthTalkLive.com provides a discussion area called the Live Chat Forum. Currently, the Live Chat Forum allows HealthTalkLive.com members and medical professionals to communicate 24 hours a day and seven days a week, by posting questions, answers, comments and concerns about physical, mental and even spiritual wellbeing. The site provides users the opportunity for its members to ask questions and receive suggestions from naturopathic health specialists about their health concerns. Medical professionals currently providing answers and information include MDs, PhDs, NDs, dieticians and others in the field of natural health, all of whom donate their time as part of their personal or professional commitments to encouraging individuals to make healthier choices.

We have a social networking component to our website in that the website also allows each member to create a profile, share information about themselves with other members, to communicate between one another privately and receiving notices when a member flags topics of particular interest when additional posts are created under flagged topics.
 
 
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Reference Center

Our Reference Center is a continuously growing library of articles compiled from various sources ranging from Health Talk Live staff to articles published elsewhere and used with author permission.  All articles relate to health topics related to integrative medicine, modern medical techniques and traditional and holistic health care.
 
Articles in our Reference Center are made available according to membership status.  Articles reserved for paid members include all articles created by HealthTalk staff and by medical professionals writing for our website.  Articles written by Health Talk staff include references to support data but have not been peer reviewed.

The Reference Center also includes articles from the Food and Drug Administration (FDA), National Institutes of Health (NIH) or other government agencies, which are available free to all users.  Articles written by medical professionals published elsewhere and included in our reference center with author permission are free to all.

Health Tools and Surgical Videos

Our Health Tools and Surgical Videos provide our members with information that supports their health choice research. Features include height, weight and other calculators; what medications may interfere with or enhance herbs and other supplements; what herbs and supplements may interfere with or enhance other herbs and supplements; Our website provides full videos of procedures performed by surgeons in hospitals that can help outline what a potential surgery is likely to entail, should they decide to have any surgical procedure.

We have a licensing agreement with HealthTools that gives us access to their tools for our users.  This agreement is renewed on a yearly basis and costs $950.00 per year.

We currently have an oral agreement with the president of ORlive.  This relationship and agreement developed from the volume of traffic our site generates for ORlive.  As part of this oral agreement ORlive built a customized, branded player for our company.  All ORlive content exists on their servers with a backup of all content on our servers.  Content on ORlive is licensed to ORlive by various hospitals.  

Discounts on Products

We do not sell products.  However, paid Platinum Members of HealthTalkLive.com are eligible for discounts from participating discount providers.  The discount is applied when the member purchases suggested supplements directly from the participating providers. Each Participating Discount Provider receives a list of current Platinum Members in order to track Platinum Membership status. At the current time there is no financial agreement between Health Talk Live and any participating discount providers. We believe that each discount provider currently participates due to the volume of traffic they receive from advertisements they place on our website.  We have made each provider aware that in the future they will need to pay for continued presence on our website.  There is no guarantee that any of these discount providers will continue to provide discounts or even advertise on our site if they are made to pay fees to do so in the future.
 
 
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Set forth below is a list of our current participating discount providers.

Participating Discount Provider
Discount Offer
Contact Information
Nutritional Scientific Co (NSC)
20%
888-541-3997– nsc24.com
Dr. Pieter DeWet’s Wellness Center
10%
877-484-9735 – qhiwellness.com
Dr. Helen Pensanti
20%
800-301-1982 – askdrhelen.com
RenewLife
15%
800-830-1800 – renewlife.com
Dr. Leigh Erin Connealy’s PerfectlyHealthy
30% Plus Free Shipping
866-616-7474 Ext. 1 – perfectlyhealthy.com
Dr. Johnie Young’s Health Products
20%
800-767-8112
Or SHOP ONLINE: http://healthtalklive.younghealth.com/ and put discount code HTL20 in the coupon code box

Customers

We believe our customers are people interested in pursuing or maintaining health naturally, through diet, exercise and other natural or traditional health regimens.  Our goal is to provide information and services related to preventative and other health measures to individuals and professionals who choose a more natural and proactive health regimen. At the current time our user demographic consists primarily of adults 35-50 years of age.

Technological Infrastructure

The Company’s Internet-based services are currently delivered through HealthTalkLive.com and are designed to address the healthcare information needs of consumers with easy-to-use interfaces, search functions and navigation capabilities. Certain features of the current website were created only for HealthTalkLive.com by WebFX; however, there are also some programs and plug-ins purchased or downloaded to implement the initial existing website, including Magic Members, Word Press, Buddy Press, Natural Standard, ORLive, Genesis php and Mail Studio, which are all owned by most of these companies, who sell a license to HealthTalkLive.com to use their products, which are renewed yearly.

Unfortunately, with our growth, pre-manufactured programs are now failing to meet the needs of the company.  In the next 12 months we anticipate hiring additional programmers and developers who will code and create proprietary programs and features that will be owned, operated and featured only at HealthTalkLive.com. We will use customized content management and publishing technology to develop, edit, publish, manage and organize the content for HealthTalkLive.com. To the extent possible we will include industry standard ad-serving technology such as cookies to store, manage and serve online advertisements in a contextually relevant manner.

We will soon allow users to create their own forums on a health topic of concern to them. Within these forums users will be able to discuss the health topics with each others and with health professionals. We have invested, and intend to further invest in the future, in software and systems that allow us to meet the growing demands of our users and sponsors. We anticipate launching a new website within four to six months after hiring new developers and programmers. We anticipate costs for this stage of development to approach $750,000 to $1,000,000. This information is included as “Hiring Symposium” in the milestone chart above. If we do not raise sufficient funds from going public we will not be able to hire new programmers and developers and launch of the new site will be significantly delayed or impossible.
 
 
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Marketing

Currently, marketing is done through radio, E-newsletters and other media; however, this will be expanded heavily within the year after going public.  We anticipate spending $125,000 on Search engine optimization (SEO).  SEO will allow us to increase the visibility of our site in a search engine's "natural" search results. To increase our marketing we will focus on SEO in order to determine what information people interested in integrative medical techniques or natural health care search for, including the actual search terms or keywords typed into search engines by potential users of our site. Optimizing our website may involve editing our content, HTML and associated coding to increase the incidence of commonly searched terms and to remove barriers to the indexing activities of search engines

Intellectual Property

We currently have no intellectual property.

Regulations
 
Healthcare Regulation .     The healthcare industry is highly regulated and is subject to changing political, regulatory and other influences. Most of our revenue is derived either directly from the healthcare industry or from other sources that are subject to healthcare laws and related regulations and could be affected by changes in those laws and regulations. This section of our Annual Report contains a description of healthcare laws and regulations applicable to us, either directly or through their effect on our healthcare industry customers, as well as healthcare industry standards that serve a self-regulatory function, and certain related matters. Changes in those laws, regulations and standards may create unexpected liabilities for us, may cause us to incur additional costs and may restrict our operations.
 
Many healthcare laws are complex, and their application to specific products and services may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information services that we provide. However, these laws, regulations and industry standards may nonetheless be applied to our products and services. We cannot provide assurance that we will be able to accurately anticipate the application of these laws, regulations and industry standards to our operations. Our failure to accurately anticipate the application of these laws and regulations to our operations, or other failure to comply, could create liability for us, result in adverse publicity and negatively affect our business. Even in areas where we are not subject to healthcare regulation directly, we may become involved in governmental actions or investigations through our relationships with customers that are regulated, and participation in such actions or investigations, even if we are not a party and not the subject of an investigation, may cause us to incur significant expenses.
 
Other Applicable Regulation .     This section of our Annual Report also contains a description of other laws and regulations, including general consumer protection laws and Internet-related laws that may affect our operations. Laws and regulations have been adopted, and may be adopted in the future, that address Internet-related issues, including online content, privacy, online marketing, unsolicited commercial email, taxation, pricing, and quality of products and services. Some of these laws and regulations, particularly those that relate specifically to the Internet, were adopted relatively recently, and their scope and application may still be subject to uncertainties. Interpretations of these laws, as well as any new or revised laws or regulations, could decrease demand for our services, increase our cost of doing business, or otherwise cause our business to suffer.
 
 
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Regulation of Drug and Medical Device Advertising and Promotion
 
The FDA and the Federal Trade Commission, or FTC, regulate the form, content and dissemination of labeling, advertising and promotional materials prepared by, or for, pharmaceutical or medical device companies. The FTC regulates over-the-counter drug advertising and, in some cases, medical device advertising. Based on FDA requirements, regulated companies must limit advertising and promotional materials to discussions of FDA-approved uses and claims. In limited circumstances, regulated companies may disseminate certain non-promotional scientific information or disease-state information.
 
Information on our Websites that promotes the use of pharmaceutical products or medical devices is subject to FDA and FTC requirements and enforcement actions, and information regarding other products and services is subject to FTC requirements. If either agency finds that information on our Websites violates regulations or guidance, it may take regulatory or judicial action against us or the advertiser or sponsor of that information. State attorneys general may also take similar action based on their state’s consumer protection statutes. Areas of our Websites that could be the primary focus of regulators include pages and programs that discuss use of a regulated product or that the regulators believe may lack editorial independence from the influence of sponsoring pharmaceutical or device companies. Television broadcast advertisements that we may provide may also be subject to FTC and FDA regulation, depending on the content. The agencies place the principal burden of compliance with advertising and promotional regulations on advertisers and sponsors to make truthful, substantiated claims.
 
The Federal Food, Drug, and Cosmetic Act, or FDC Act, and its implementing regulations require that prescription drugs be approved by the FDA prior to marketing. It is a violation to market, advertise or otherwise commercialize such products prior to approval. The FDA allows for preapproval exchange of scientific information, provided it is non-promotional in nature and does not draw conclusions regarding the ultimate safety or effectiveness of the unapproved drug. The FDA also refrains from regulating certain disease state materials so long as those materials do not make a representation or suggestion about a drug or device. Upon approval or clearance, the FDA’s regulatory authority extends to the labeling and advertising of prescription drugs and medical devices. Such products may be promoted and advertised only for uses reviewed and approved by the FDA. Labeling and advertising can be neither false nor misleading and must present all material information, including risk information, in a clear, conspicuous and neutral manner. There are also requirements for certain information (the “prescribing information” or “package insert” for promotional labeling and the “brief summary” for advertising) to be part of labeling and advertising. Labeling and advertising that violate these legal standards are subject to enforcement.
 
The FDA also regulates the safety, effectiveness, and labeling of over-the-counter (OTC) drugs either through specific product approvals or through regulations that define approved claims for specific categories of products. The FTC regulates the advertising of OTC drugs under the section of the Federal Trade Commission Act that prohibits unfair or deceptive trade practices. The FDA and FTC regulatory framework requires that OTC drugs be formulated and labeled in accordance with FDA approvals or regulations and promoted in a manner that is truthful, adequately substantiated, and consistent with the labeled uses. OTC drugs that do not meet these requirements are subject to FDA or FTC enforcement action depending on the nature of the violation. In addition, state attorneys general may bring enforcement actions for alleged unfair or deceptive advertising.
 
There are several administrative, civil and criminal sanctions available to the FDA for violations of the FDC Act or FDA regulations as they relate to labeling and advertising. Administrative sanctions include a written request that violative advertising or promotion cease and/or that corrective action be taken, such as requiring a company to provide to healthcare providers and/or consumers information to correct misinformation previously conveyed. More serious civil sanctions include seizures, injunctions, fines and consent decrees. Any of these enforcement measures could prevent a company from introducing or maintaining its product in the marketplace. Criminal penalties for severe violations can result in a prison term and/or substantial fines. State attorneys general have similar investigative tools and sanctions available to them.
 
 
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In the last 15 years, the FDA has gradually relaxed its formerly restrictive policies on DTC advertising of prescription drugs, allowing companies to advertise prescription drugs to consumers in any medium, provided that they satisfy FDA requirements. In 2010, the FDA issued a proposed rule recommending standards for determining whether the major statement in DTC advertisements of prescription drugs relating to side effects and contraindications is presented in a clear, conspicuous, and neutral manner. These new regulations, if finalized, could make it more difficult for us to obtain advertising and sponsorship revenue.
 
In 2009, the FDA solicited input on the issue of promoting FDA-regulated products using the Internet and social media. The Food and Drug Administration Safety and Innovation Act (FDASIA) directs the FDA to issue guidance, no later than July 9, 2014, regarding the use of the Internet to promote FDA-regulated medical products. There is a possibility that the FDA may issue a policy restricting or materially changing promotion using the Internet, social media and other sponsored health content on the Internet. We cannot predict what effect any such changes would have on our business. Although the FDA issued a 2011 guidance addressing the use of social media by consumers, it was limited to guidance regarding drug and device firms’ responses to public unsolicited requests for information made on Websites.
 
Other Restrictions Regarding Confidentiality, Privacy and Security of Health Information
 
In addition to HIPAA, numerous other state and federal laws govern the collection, dissemination, use, access to, confidentiality and security of patient health and prescriber information. In addition, Congress and some states are considering new laws and regulations that further protect the privacy and security of medical records or medical information. In some cases, more protective state privacy and security laws are not preempted by the HIPAA Privacy and Security Standards and may be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our customers and strategic partners.
 
These laws at a state or federal level, or new interpretations of these laws, could create liability for us, could impose additional operational requirements on our business, could affect the manner in which we use and transmit patient information and could increase our cost of doing business. Claims of violations of privacy rights or contractual breaches, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.
 
Consumer Protection Regulation
 
General.     Advertising and promotional activities presented to visitors on our Websites are subject to federal and state consumer protection laws that regulate unfair and deceptive practices. We are also subject to various other federal and state consumer protection laws, including the specific ones described later in this section.
 
The FTC and many state attorneys general are applying federal and state consumer protection laws to require that the online collection, use and dissemination of data, and the presentation of Website content, comply with certain standards for notice, choice, security and access. Courts may also adopt these developing standards. In many cases, the specific limitations imposed by these standards are subject to interpretation by courts and other governmental authorities. We believe that we are in compliance with the consumer protection standards that apply to our Websites, but a determination by a state or federal agency or court that any of our practices do not meet these standards could result in liability and adversely affect our business. New interpretations of these standards could also require us to incur additional costs and restrict our business operations. In addition, claims that we are violating any such standards could, even if we are not found liable, be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.
 
In February 2009, the FTC published Self Regulatory Principles for Online Behavioral Advertising to address consumer privacy issues that may arise from so-called “behavioral advertising” (i.e., the tracking of online activities) and to encourage industry self-regulation. These principles serve as guidelines to industry. In addition, there is a possibility, supported by certain public statements, that the FTC may revise or eliminate the principles in favor of a more restrictive approach for companies that utilize behavioral advertising. There is also a possibility of legislation, regulations and increased enforcement activities, relating to behavioral advertising. To the extent that our existing practices are inconsistent with any revised principles, new rules, new legislation and/or future enforcement activities, our business may become subject to restrictions that could reduce our revenues or increase our cost of doing business.
 
 
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In October 2009, the FTC adopted revised Guides Concerning the Use of Endorsements and Testimonials in Advertising. These Guides, which were last updated in 1980, became effective December 1, 2009. In addition to revising certain provisions regarding disclosures relating to endorsements and testimonials, the FTC clarified the Guides’ applicability to online and social media forums. The revised Guides may be an indication that the FTC may apply increased scrutiny to the use of endorsements and testimonials online and through traditional media. To the extent we rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Guides.
 
In December 2010, following a series of workshops, the FTC issued a preliminary staff report containing a proposed framework for businesses and policymakers for online consumer privacy issues and, in March 2012, the FTC issued a final report setting forth its current views on best practices, to protect the privacy of consumers, to be implemented by companies that collect and use consumer data. Also in March 2012, the White House released a Privacy White Paper that outlined the Obama Administration’s proposal for a new American privacy framework based on a Consumer Bill of Privacy Rights and which called for the development of industry-specific voluntary, enforceable privacy codes of conduct through a collaborative multi-stakeholder process. Both the FTC and the White House called for Congress to develop baseline privacy legislation and the FTC also called on industry to accelerate the pace of self-regulation.
 
Both the FTC’s staff report and the White House’s Privacy White Paper reflect a continuing governmental interest in, and assessment of, online privacy issues. How these issues are ultimately resolved, whether through self-regulatory programs, legislation and regulation or some combination and the specifics of any such regimes, may significantly impact our operations.
 
Data Protection Regulation.     With the recent increase in publicity regarding data breaches resulting in improper dissemination of consumer information, many states have passed laws regulating the actions that a business must take if it experiences a data breach, such as prompt disclosure to affected customers. Generally, these laws are limited to electronic data and make some exemptions for smaller breaches. Congress has also been considering similar federal legislation relating to data breaches. The FTC has also prosecuted some data breach cases as unfair and/or deceptive acts or practices under the FTC Act. In addition to data breach notification laws, some states have enacted statutes and rules requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal information. These laws may apply directly to our business or indirectly by contract when we provide services to other companies. We intend to continue to comprehensively protect all consumer data and to comply with all applicable laws regarding the protection of this data.
 
CAN-SPAM Act.     On January 1, 2004, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, became effective. The CAN-SPAM Act regulates commercial emails, provides a right on the part of the recipient to request the sender to stop sending messages, and establishes penalties for the sending of email messages that are intended to deceive the recipient as to source or content. Under the CAN-SPAM Act, senders of commercial emails (and other persons who initiate those emails) are required to make sure that those emails do not contain false or misleading transmission information. Commercial emails are required to include a valid return email address and other subject heading information so that the sender and the Internet location from which the message has been sent are accurately identified. Recipients must be furnished with an electronic method of informing the sender of the recipient’s decision to not receive further commercial emails. In addition, the email must include a postal address of the sender and notice that the email is an advertisement. We are following the CAN-SPAM requirements in the e-newsletters that WE distribute to members and some of our other email communications, and believe that our email practices comply with the requirements of the CAN-SPAM Act, even though we believe that FTC regulations issued in May 2008 confirmed our existing understanding that these email newsletter communications are not generally commercial emails. Many states have also enacted anti-spam laws. The CAN-SPAM Act preempts many of these statutes. To the extent that these laws are not preempted, we believe that our email practices are designed to comply with these laws.

COPPA.     The Children’s Online Privacy Protection Act, or COPPA, applies to operators of commercial websites and online services directed to U.S. children under the age of 13 that collect personal information from children, and to operators of general audience sites with actual knowledge that they are collecting information from U.S. children under the age of 13. Our sites are not directed at children and our privacy policy, states that no one under the applicable age is entitled to use the site. Our privacy policy specifically states that HealthTalk Live is a general audience site that is not targeted to children and does not knowingly collect personal information from children under 18 years of age.  We believe this efforts to comply with COPPA are sufficient given the fact that our user demographic consists primarily of adults 35-50 years of age.
 
 
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FACTA.     In an effort to reduce the risk of identity theft from the improper disposal of consumer information, Congress passed the Fair and Accurate Credit Transactions Act (or FACTA), which requires businesses to take reasonable measures to prevent unauthorized access to such information. FACTA’s disposal standards are flexible and allow businesses discretion in determining what measures are reasonable based upon the sensitivity of the information, the costs and benefits of different disposal methods and relevant changes in technology. We believe that we are in compliance with FACTA.
 
Regulation of Wellness Incentive Programs
 
Certain provisions of HIPAA (commonly referred to as the HIPAA nondiscrimination provisions) generally prohibit group health plans from charging similarly situated individuals different premiums or contributions or imposing different deductible, co-payment, or other cost-sharing requirements based on a “health factor.” Such differentials are, however, acceptable under the HIPAA nondiscrimination provisions if the differentials are applied through “wellness programs.” The Department of Labor, in coordination with the Departments of the Treasury and HHS, has issued regulations that define “wellness programs” for purposes of the HIPAA nondiscrimination provisions, establishing specific requirements for wellness programs that reward participants who satisfy a standard related to a health factor. These requirements include (1) limiting the amount of the wellness program’s rewards, (2) the wellness program being designed to promote good health and prevent disease, (3) giving those eligible to participate in the wellness program the opportunity to qualify for the reward at least once a year, (4) providing a reward that is available to all similarly situated individuals, and (5) requiring disclosure of reasonable alternative standards that must be available under the wellness program.
 
Although HIPAA and its regulations state that certain excepted benefits, including supplemental benefits, are not subject to the wellness program rules, it does not define the term “similar supplemental coverage.” On December 7, 2007, the Department of Labor, in coordination with the Departments of the Treasury and HHS, released Field Assistance Bulletin No. 2007-04 (FAB 2007-04) in response to the development of questionable health and wellness programs that were marketed as “similar supplemental coverage.” FAB 2007-04 clarifies the rules for supplemental programs and provides that supplemental benefits under a wellness program cannot discriminate on the basis of a health factor. With these new requirements in place, wellness programs that require individuals to meet certain health factors can no longer be considered supplemental and thus have to comply with HIPAA wellness program regulations described in the immediately preceding paragraph. According to FAB 2007-04, programs that do not meet these requirements may be subject to enforcement actions. HHS provided parallel guidance in Program Memorandum 08-01 (May 2008).
 
The Americans with Disabilities Act (ADA) prohibits discrimination on the basis of an employee’s disability or perceived disability. Among other things, it limits employers from inquiring about the disabilities of employees unless the questions are job-related and consistent with business necessity. The ADA also limits the circumstances in which an employer may require physical examinations or answers to medical inquiries. However, the ADA allows employers to conduct voluntary medical examinations and activities, including voluntary medical histories, as part of a voluntary wellness program. A wellness program is “voluntary” if the employer neither requires participation nor penalizes employees who do not participate. Records acquired as part of a wellness program must be kept confidential and may not be used for a discriminatory purpose. Many states and localities provide similar protections to employees.
 
The Genetic Information Nondiscrimination Act restricts the collection or use of genetic information for underwriting purposes, and treats the offering of incentives or disincentives for completing an HRA or participating in a wellness program as underwriting. See “—Genetic Information Nondiscrimination Act (GINA),” above.
 
We provide certain services related to wellness programs in connection with our site.  We believe that we are in compliance with the laws and regulations applicable to these services, to the extent they apply to us.
 
 
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Medical Professional Regulation
 
The practice of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine, which is referred to as the prohibition against the corporate practice of medicine. We do not believe that we engage in the practice of medicine, and we have attempted to structure our Website, strategic relationships and other operations to avoid violating these state licensing and professional practice laws. We do not believe that we provide professional medical advice, diagnosis or treatment. We employ and contract with physicians who provide only health information to consumers, and we have no intention to provide medical care or advice. A state, however, may determine that some portion of our business violates these laws and may seek to have us discontinue those portions or subject us to penalties or licensure requirements. Any determination that we are a healthcare provider and acted improperly as a healthcare provider may result in liability to us. Specifically, we post the following disclaimer on our site:  All statements are the opinion of staff at HealthTalkLive.com and are not intended to diagnose, treat, cure or prevent any disease. All ideas provided are given based upon information provided, including all health experiences, therapies, surgeries, medications taken, etc., in the past, present or foreseeable future. Johnie, Vicki, other healthtalklive.com staff, and anyone directly associated with the website, HealthTalkLive.com, are not responsible for negative or harmful side effects you may experience as a result of ideas shared. No other company, person or entity is associated with HealthTalkLive.com, Johnie, Vicki or any staff member; nor is there any association, obligation or interest between HealthTalkLive.com and sponsors, discount participants or advertisers, implied or otherwise, as having any association or agreement with views and opinions provided on HealthTalkLive.com. Prescription drugs have the potential for harmful side-effects, which may also be influenced by using nutritional supplements; please consult with your Medical Doctor and Pharmacist before using supplements of any kind. Only your Medical Doctor and Pharmacist are acquainted with your health issues and are able to diagnose your specific healthcare requirements. No one at HealthTalkLive.com is trained to diagnose and you should never self-diagnose in lieu of proper medical care and advice. Please avail yourself of all diagnostic testing available to you. Statements made may not have been evaluated by the Food and Drug Administration. If you are exhibiting symptoms or have a health concern, we encourage you to contact your physician immediately.
 
Healthcare Reform
 
The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (which we refer to as the Reform Legislation), was signed into law in March 2010. The Reform Legislation makes extensive changes to the system of healthcare insurance and benefits in the U.S. In general, the Reform Legislation seeks to reduce healthcare costs and decrease the number of uninsured legal U.S. residents by, among other things, requiring individuals to carry, and certain employers to offer, health insurance or be subject to penalties. The Reform Legislation also imposes new regulations on health insurers, including guaranteed coverage requirements, prohibitions on certain annual and all lifetime limits on amounts paid on behalf of or to plan members, increased restrictions on rescinding coverage, establishment of minimum medical loss ratio requirements, a requirement to cover certain preventive services on a first dollar basis, the establishment of state insurance exchanges and essential benefit packages, and greater limitations on how health insurers price certain of their products. The Reform Legislation also contains provisions that will affect the revenues and profits of pharmaceutical and medical device companies, including new taxes on certain sales of their products.
 
Many of the provisions of the Reform Legislation that expand insurance coverage will not become effective until 2014, and many provisions require regulations and interpretive guidance to be issued before they will be fully implemented. Some provisions do not apply to health plans that were in place when the Reform Legislation was enacted and have not been substantially changed since. In addition, it is difficult to foresee how individuals and businesses will respond to the choices available to them under the Reform Legislation. Furthermore, the Reform Legislation will result in future state legislative and regulatory changes, which we are unable to predict at this time, in order for states to comply with certain provisions of the Reform Legislation and to participate in grants and other incentive opportunities. In addition, Congress is considering various proposals to repeal some or all of the Reform Legislation.
 
While we do not currently anticipate any significant adverse effects on us as a direct result of application of the Reform Legislation to our business or on our company in its capacity as an employer, we are unable to predict what the indirect impacts of the Reform Legislation will be on our business through its effects on other healthcare industry participants, including pharmaceutical and medical device companies that are advertisers and sponsors of our public portals and employers and health plans that are clients of our private portals. Healthcare industry participants may respond to the Reform Legislation or to uncertainties created by the Reform Legislation by reducing their expenditures or postponing expenditure decisions, including expenditures for our services, which could have a material adverse effect on our business.
 
 
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However, we believe that certain aspects of the Reform Legislation and future implementing regulations that seek to reduce healthcare costs may create opportunities for us with respect to our capabilities in providing health and wellness information and education. For example, the Reform Legislation encourages use of wellness programs through grants to small employers to establish such programs, permission for employers to offer larger rewards than under prior law, in the form of waivers of cost-sharing, premium discounts, or additional benefits, to employees for participating in these programs and meeting certain standards, and the inclusion of wellness services and chronic disease management among the essential health benefits that certain plans are required to provide. In addition, we believe that, as the Reform Legislation is implemented and consumers begin shopping for health insurance in the new markets that it creates, we will be well positioned to provide information and decision-support tools to assist consumers in choosing an appropriate health plan for their needs. However, we cannot yet determine the scope of any such opportunities or what competition we may face in our efforts to pursue such opportunities.

Competition

Competition in the healthcare information and services industry is intense. We will face direct competition with other online services and websites, including blogs providing information about traditional and naturopathic health care and products, other small websites providing such information, as well as from subsidiaries or other affiliates of larger health information and services websites, many of which have substantially greater resources than we do. We will initially be a small competitor in the market.
 
Our principal larger competitors will be websites such as WebMD, Yahoo.com and About.com and other websites that provide general-purpose consumer online services, as well as other high-traffic websites that include healthcare-related and non-healthcare-related content and services. Our competitors also include more specialized providers of online services, tools and applications for healthcare consumers, such as iVillage.com, DrKoop.com, drugs.com, eMedicine.com and Realage.com. We also face competition from governmental and non-profit sites, such as NIH.com and medline.com.  We intend to compete with these larger competitors by offering more comprehensive services and information. We believe that users of our website will find all of the information they seek by visiting our website rather than needing to visit multiple sites to find similarly comprehensive information.

Some of our competitors have greater financial, technical, marketing and other resources than we do and some are better known than we are. We cannot provide assurance that we will be able to compete successfully against these organizations. As a result these competitors may:

-  
Succeed in providing information and services that are equal to or superior to our information and services or that achieve greater market acceptance than our information and service;
-  
Devote greater resources to developing, marketing or selling their products; 
-  
Respond more quickly to new or emerging information or service technologies, which could render our information and services obsolete or less preferable; 
-  
Withstand competition in the industry more effectively than we can.
-  
Establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our customers or prospective customers; and 
-  
Take advantage of other opportunities more readily than we can.

Since there are no substantial barriers to entry into the markets in which we participate, we expect that additional competitors will continue to enter these markets.

Employees

Our only full time employees are Johnie Yawn and Vicki Yawn.  They are the founders of our company and perform all clerical, administrative, managerial and sales functions at the present time.  We also utilize 5-10 part time workers as independent contractors who work on our website as programmers and developers as needed.
 
 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 S-1.

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 natural health and wellness information services through our real-time interactive website, HealthTalkLive.com. 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.

Information is disseminated through the live chat forum, reference center, news E-newsletters and email.

The type of information dissemeninated is highly customizable to the users 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 Company’s advice for wellness includes integrative medicine, which 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, on that is not entirely based on Western Medical thought.

The business plan calls for revenues to be generated through individual monthly subscriptions and advertising on the web-portal.  As of the current date, the company has not entered into any definitive agreements with any outside vendors for additional services regarding advertising or revenue sharing agreements.

As of the date of this registration statement, we have generated minimal revenues.  However, we have taken the significant operational steps to implement our business plan as described in “Business,” above.
 
 
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Results of Operations

For the fiscal years ended March 31, 2013 vs. March 31, 2012
 
Revenue

For the fiscal year ended March 31, 2012, the company had net total revenues of $3,895 which came from the sale of subscription agreements to its website.

For the fiscal year ended March 31, 2012, the company had net total revenues of $7, 028 an increase of 80% which came from the increased sale of subscription agreements to its website.

Cost of Revenue

For the fiscal year ended March 31, 2012 the cost revenue was $1,582 for the year-end which was for Website hosting and maintenance.

For the fiscal year ended March 31, 2013 the cost revenue was $4,624 an increase of 192% due to an increase in the costs associated to a more sophisticated and expanded Internet portal calling for more bandwidth and increased expenses due to expanded Website hosting and maintenance.

Expense

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

For the fiscal yeard ended March 31, 2012, there were a total of $11, 391 in operating expenses, which includes Website hosting and maintenance of $1,582, computers $814, Bank fees $974, Telephony $967 and depreciation and amortization of $6,009.

For the fiscal year ended March 2013, there were a total of $47,181 in operating expenses, which includes Website hosting and maintenance of $4,624, computers $2,636, Bank fees $1,721 Telephony $967, Legal and Professional $21,638 and depreciation and amortization of $12,918.

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 incur public listing expenses.

Income & Operation Taxes

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

We paid no income taxes in USA for the year ended March 31, 2012 due to the net operation loss in USA.

Net Loss

We incurred net losses of  $7,496 for the year ended March 31, 2012 and net losses of $40,153 for the year ended March 31, 2013.  The increase in net loss was due to an increase in expenditures for selling, general and administrative, professional and legal expenses.
 
 
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Commitments and Contingencies

Our web presence is being hosted by a 3 rd 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
Trial - 0.00 USD per 3 days - for 1 time
Trial Account
Monthly Silver Membership - 2.95 USD per 1 month - 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 do not receive 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

   
Year Ended
March 31
2013
   
Year Ended
March 31
2012
 
             
Current Ratio
 
-
     
-
 
Cash
 
$
50,783
     
838
 
Working Capital
 
$
50,783
     
838
 
Total Assets
 
$
189,334
     
115,908
 
Total Liabilities
 
$
65,083
     
68,004
 
                 
Total Equity
 
$
124,251
     
47,904
 
                 
Total Debt/Equity
   
0.52
     
1.42
 

*Current Ratio = Current Assets /Current Liabilities

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

The Company had cash and cash equivalents of $838 and working capital of $838 for the year ended March 31, 2012.  For the year ended March 31, 2013. The Company had cash and cash equivalents of $50,783 and working capital of $50,783.  As of the year ended March 31, 2012 the Company had $68,004 in Total Liabilities and Debt and for the year ended March 31, 2013, the company had $65,083 in Liabilities and Debt.
 
 
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Our business plan includes the following milestones:

Milestones

EVENT
ACTION
ESTIMATED TIME TO COMPLETE
ESTIMATED COST
Hiring Symposium, San Antonio, TX
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
TV and Internet campaign
Immediately after going public
500,000 – 700,000
TOTAL
   
$2,450,000 - $2,900,000

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 three programmers. In the event that we do not raise the entire amount million we will also drop all television advertising and focus our efforts on search engine optimization.

As of April 1, 2013, HealthTalkLive.com has approximately $55,000 in cash on-hand. If we maintain operations at current levels, we anticipate we will incur approximately $24,000.00 in additional expenses in the next 12 months. We anticipate additional costs associated with our going and staying public in the next 12 months of approximately $20,000. Accordingly, we estimate a burn rate of $3,700 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. From formation on April 1, 2011 through March 31, 2013, the website has generated $11,484.75 in revenues solely from memberships. 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 currently owes $55,000.00 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.

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

DESCRIPTION OF PROPERTY

Our business office address is 1955 Baring Boulevard, Sparks, NV 89434

We do not currently rent any property. We do not intend to renovate, improve, or develop properties.  We are not subject to competitive conditions for property and currently have no property to insure.  We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages.  Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
 
 
44

 
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loan from officers-stockholders

During the year ended March 31, 2012, Johnie and Vicki Yawn loaned the Company a total of $80,241 and were repaid $42,270, leaving a net balance of $37,971.  Since $18,813 of this balance was repaid during the year ended March 31, 2013, this amount was classified as a current liability as of March 31, 2012 on the accompanying balance sheet.

During the year ended March 31, 2013, Johnie and Vicki Yawn loaned the Company a total of $92,623 and were repaid $75,594, leaving a net balance due them of $55,000.

The loan was for the purpose of the Company’s operations and 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.

The Company issued 30,000,000 shares to the officers of the Company in exchange reduction of debt of $30,000 valued at par value of $.001 per share.

Common stock issued to officers and directors at March 31, 2012.

 
Name
 
Title
 
Number
of shares
 
 
Date
 
% of
common stock
 
Johnie Yawn
President
    15,000,000  
04/01/11
    47.29  
Vicki Yawn
Vice President/Sec
    15,000,000  
04/01/11
    47.29  
                     
Totals
      30,000,000         94.58  

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.
 
 
45

 

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:
 
  Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
     
 
Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
     
 
Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and
     
 
Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Qualification for Quotation

To have our shares of Common Stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our Common Stock under Rule 144.
 
 
46

 

Sales of our common stock under Rule 144.

There are 1,977,585 shares of our common stock held by non-affiliates and 30,000,000 shares held by affiliates, which Rule 144 of the Securities Act of 1933 defines as restricted securities.

1,030,000 of our shares held by non-affiliates and 50,000 shares held by non-management affiliates are being registered in this offering, however the remaining non-affiliate shares as well as all of the remaining affiliates’ shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had 59 shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings for use in our business.  Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Reports to Shareholders

As a result of this offering and assuming the registration statement is declared effective until before March 31, 2014, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through March 31, 2014, including a Form 10-K for the year ended March 31, 2014, assuming this registration statement is declared effective before that date. At or prior to March 31, 2014, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on March 31, 2014.  If we do not file a registration statement on Form 8-A at or prior to March 31, 2014, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.
 
 
47

 

EXECUTIVE COMPENSATION
 
We have not paid any compensation to our two executive officers and we have no agreements or understandings, written or oral, to pay them compensation.

Board of Directors
 
Director Compensation

Name
 
Fees
earned
or paid
in cash
($)
   
Stock Awards
 ($)
   
Option
awards
($)
   
Non-equity
incentive plan
compensation
($)
   
Nonqualified
deferred
compensation
earnings
($)
   
All other
compensation
($)
   
Total
($)
 
George W. Carter [1]
   
0
     
0
     
0
     
0
     
0
     
0
    $
0.00
 
Johnie Yawn
   
0
     
0
     
0
     
0
     
0
     
0
    $
0.00
 
Vicki Yawn
   
0
     
0
     
0
     
0
     
0
     
0
    $
0.00
 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
 
 
48

 
 
FINANCIAL STATEMENTS

HEALTHTALK LIVE, INC.

FINANCIAL STATEMENTS
 
 
YEARS ENDED MARCH 31, 2013 AND 2012
 
 
49

 
 
TABLE OF CONTENTS

    Page  
       
Independent Auditors’ Report
    F-2  
         
Financial Statements:
       
         
Balance Sheets
    F-3  
         
Statements of Operations
    F-4  
         
Statements of Stockholders’ Equity
    F-5  
         
Statements of Cash Flows
    F-6  
         
Notes to Financial Statements
    F-7 – F- 11  
 
 
F-1

 
 
Stein & Company, LLP
Certified Public Accountants
 
Jon Stein, Certified Public Accountants jonsteincpa@yahoo.com:  
Member of the American Instiute of Certified Public Accountants
655 N. Central Ave. 17th Floor
Glendale, CA 91203
Member of the California Society of Certified Public Accountants
Phone: (818) 649-8350
Cell: (818) 634-2276
 
INDEPENDENT AUDITORS’ REPORT

To the Stockholders
HealthTalk Live, Inc.
Sparks, Nevada

We have audited the accompanying balance sheets of HealthTalk Live, Inc. as of March 31, 2013 and 2012 and the related statements of operations, stockholders’ equity and cash flows for the years then ended.  The financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HealthTalk Live, Inc. as of March 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 

Glendale, California
June 20, 2013
 
 
F-2

 
 
HEALTHTALK LIVE, INC.
BALANCE SHEETS
MARCH 31, 2013 AND 2012
 
ASSETS
             
   
March 31,
   
March 31,
 
   
2013
   
2012
 
Current assets -
           
Cash
  $ 50,783     $ 838  
                 
Non-current assets:
               
                 
Net property and equipment
    86,292       61,893  
Organizational costs, net of accumulated
               
amortization of $11,335 and $1,833 respectively
    73,675       83,177  
                 
Total assets
  $ 210,750     $ 145,908  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
Current liabilities:
               
Accounts payable
  $ 10,083     $ 30,033  
Due to officers
    -       18,813  
                 
    Total current liabilities
    10,083       48,846  
                 
Long-term liability -
               
Due to officers
    55,000       19,158  
                 
Stockholders' equity:
               
Common stock
    201,900       85,400  
Accumulated deficit
    (56,233 )     (7,496 )
                 
Total stockholders' equity     145,667       77,904  
                 
Total liabilities and stockholders' equity
  $ 210,750     $ 145,908  
 
 
F-3

 
 
HEALTHTALK LIVE, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 2013 AND 2012
 
   
Year ended
   
Year ended
 
   
March 31, 2013
   
March 31, 2012
 
             
Revenues
  $ 7,028     $ 3,895  
                 
Operating expenses:
               
Depreciation and amortization
    21,502       6,009  
Website hosting and maintenance
    4,624       1,582  
Office and other expenses
    2,677       1,045  
Computer
    2,636       814  
Bank and credit card charges
    1,721       974  
Legal and professional
    21,638       -  
Telephone
    967       967  
Total operating expenses
    55,765       11,391  
                 
Net loss
  $ (48,737 )   $ (7,496 )
 
 
F-4

 

HEALTHTALK LIVE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2013 AND 2012
 
 
   
Common Stock; par value $.001
             
   
100,000,000 shares authorized
         
Total
 
   
Outstanding
         
Accumulated
   
stockholders'
 
   
shares
   
Amount
   
deficit
   
equity
 
                         
Issuances of common stock
    30,554,000     $ 85,400     $ -     $ 85,400  
                                 
Net loss for the year ended March 31, 2012
    -       -       (7,496 )     (7,496 )
                                 
Balances, March 31, 2012
    30,554,000       85,400       (7,496 )     77,904  
                                 
Issuances of common stock
    1,165,000       116,500       -       116,500  
                                 
Net loss for the year ended March 31, 2013
    -       -       (48,737 )     (48,737 )
                                 
Balances, March 31, 2013
    31,719,000     $ 201,900     $ (56,233 )   $ 145,667  
 
 
F-5

 

HEALTHTALK LIVE, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2013 AND 2012
 
   
Year ended
   
Year ended
 
   
March 31, 2013
   
March 31, 2012
 
             
Cash flows provided by operating activities:
           
Net loss
  $ (48,737 )   $ (7,496 )
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
               
Depreciation and amortization
    21,502       6,009  
Increase (decrease) in liabilities:
               
Accounts payable
    (13,950 )     30,033  
                 
Net cash provided by (used for) operating activities
    (41,185 )     28,546  
                 
Cash flows (used for) investing activities -
               
Increase in organizational costs
    -       (45,010 )
Purchases of property and equipment
    (36,399 )     (66,069 )
                 
Net cash (used for) operating activities
    (36,399 )     (111,079 )
                 
Cash flows provided by (used for) financing activities -
               
Payments on due from officers
    17,029       -  
Proceeds on due from officers
    -       37,971  
Issuance of common stock
    110,500       45,400  
                 
Net cash provided by financing activities
    127,529       83,371  
                 
Increase (decrease) in cash
    49,945       838  
                 
Cash-beginning of year
    838       -  
                 
Cash-end of year
  $ 50,783     $ 838  
 
 
F-6

 
 
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.

Formation and Business Activity

HealthTalk Live, Inc. (the Company) was formed on April 1 st , 2011 in the state of Nevada and operations commenced immediately.  Its headquarters is located at 1955 Baring Blvd., Sparks Nevada 89434, USA.

The Company has adopted March 31 st 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.

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.

Revenues are expected to be raised through individual monthly memberships and advertising  on its website.
 
 
F-7

 
 
1.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a 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 Company’s website has been capitalized and amortized over a period of three years. Expenditures for minor enhancements and maintenance are expensed as incurred.

Organizational Costs

Organizational costs, related to expenditures for legal services and business plans, are amortized on the straight-line basis over a period of 180 months.

Income Taxes

Deferred income taxes are recognized using the asset and liability method by applying income tax rates to cumulative temporary differences based on when and how they are expected to affect the tax return.  Deferred tax assets and liabilities are adjusted for income tax rate changes.

The Company has filed form 1120 with the Internal Revenue Service for years ended March 31, 2013 and also March 31, 2012.  The Company has available $40,565 of net operating tax carryforwards which it may use to offset future federal income taxes through 2028.

Deferred income taxes of approximately $14,000 have been fully offset by a valuation account of the same amount.

There is no state income tax incurred in the state of Nevada.
 
 
F-8

 
 
2.  
GOING CONCERN
 
The Company sustained a loss from operations during the current year ended March 31, 2013.  However, the Company has a net loss of approximately $56,000 and has needed to rely on loans from its officers and issuances of common stock to operate.  Based on these factors, it is not known if the Company will continue as a going concern.

The Company is expecting the number of people on their website to increase substantially due to new ways of advertising on the world-wide web.  They also expect to be able to add advertising to their own website which will add significant revenues for the Company.  Management expects future years will have the Company be profitable.

3.  
PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
 
    March 31, 2013     March 31, 2012  
             
Website development   $ 81,559     $ 45,160  
Studio and office equipment     20,909       20,909  
                 
      102,468       66,069  
Less: accumulated depreciation     (16,176 )     (4,176 )
                 
    $ 86,292     $ 61,893  
 
4.  
RELATED PARTY TRANSACTIONS

Loan from officers-stockholders

During the year ended March 31, 2012, Johnie and Vicki Yawn loaned the Company a total of $80,241 and were repaid $42,270, leaving a net balance of $37,971.  Since $18,813 of this balance was repaid during the year ended March 31, 2013, this amount was classified as a current liability as of March 31, 2012 on the accompanying balance sheet.

During the year ended March 31, 2013, Johnie and Vicki Yawn loaned the Company a total of $92,623 and were repaid $75,594, leaving a net balance due them of $55,000.
 
 
F-9

 

4.  
RELATED PARTY TRANSACTIONS (CONTINUED)

The loan was for the purpose of the Company’s operations and 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.

The Company issued 30,000,000 shares to the officers of the Company in exchange for business plans, website planning and corporation set-up.

Common stock issued to officers and directors

Name
 
Title
 
Number
of shares
 
 
Date
 
% of
common stock
 
Johnie Yawn
President
    15,000,000  
04/01/11
    47.29  
Vicki Yawn
Vice President/Sec
    15,000,000  
04/01/11
    47.29  
                     
Totals
      30,000,000         94.58  
 
5.  
STOCKHOLDERS’ EQUITY

The Company was formed on April 1 st , 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.

On April 1, 2011 the Company issued 15,000,000 shares of common stock to each of the two founders of the Company for a total issuance of 30,000,000 shares.  The shares were valued at par value of $.001 and were paid through reduction in debt owed the founders in the amount of $30,000.

On January 26, 2012 the Company issued 100,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services at start-up valued at $10,000.

From April 1, 2011 to March 31, 2012, there were an additional 454,000 shares of common stock issued to twelve non-affiliated stockholders at $.10 per share for a total of $45,400.

On June 4, 2012 the Company issued 50,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services valued at $5,000.
 
 
F-10

 

5.  
STOCKHOLDERS’ EQUITY (CONTINUED)

On July 31, 2012 the Company issued 10,000 shares to Shawn Youngquist in exchange for consulting services valued at $1,000.

From April 1, 2012 to March 31, 2013 there were an additional 1,105,000 shares of common stock issued to thirty three non-affiliated stockholders at $.10 per share for a total of $110,500.

6.  
SUPPLEMENTARY DISCLOSURES OF NON-CASH FINANCING ACTIVITIES AND OTHER CASH FLOW INFORMATION

During the years ended March 31, 2013 and 2012 $6,000 and $40,000 of common stock was issued for the following transactions as set forth in Footnote 5:

2012

On April 1, 2011 the Company issued 15,000,000 shares of common stock to each of the two founders of the Company for a total issuance of 30,000,000 shares.  The shares were valued at par value of $.001 and were paid through reduction in debt owed the founders in the amount of $30,000.

On January 26, 2012 the Company issued 100,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services at start-up valued at $10,000.

2013

On June 4, 2012 the Company issued 50,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services valued at $5,000.

On July 31, 2012 the Company issued 10,000 shares to Shawn Youngquist in exchange for consulting services valued at $1,000.

No cash was paid during the years ended March 31, 2013 and March 31, 2012 for interest or income taxes.

7.  
SUBSEQUENT EVENTS

The Company has evaluated subsequent events through June 28, 2013, which is the date these financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2013, have been incorporated into these financial statements herein.

On June 26, 2013 the Company issued 158,585 shares to Michael T. Williams and Todd Feinstein, principal and previous of counsel, respectively, to Williams Securities Law Firm in exchange for legal services valued at $15,860.  They also issued 100,000 shares to Richard Oravec in exchange for financial consulting services valued at $10,000.
 
 
F-11

 
 
PROSPECTUS – SUBJECT TO COMPLETION DATED July 1, 2013
HEALTHTALK LIVE, INC.
 
Selling shareholders are offering up to 1,080,000 shares of common stock.  The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board or Pink Sheet Exchange and thereafter at prevailing market prices or privately negotiated prices.

Our common stock is not now listed on any national securities exchange, the NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
50

 
 
Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our Articles of Incorporation provide that no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer, except for the payment of dividends in violation of Nevada law.  Our Bylaws provide, in pertinent part, that the Company shall indemnify any person made a party to or involved in any civil, criminal or administrative action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Company, or of any corporation which such person served as such at the request of the Company, against expenses reasonably incurred by, or imposed on, such person in connection with, or resulting from, the exercise of such action, suit, proceeding or appeal thereon, except with respect to matters as to which it is adjudged in such action, suit or proceeding that such person was liable to the Company, or such other corporation, for negligence or misconduct in the performance of such persons duties as a director or officer of the Company.  The determination of the rights of such indemnification and the amount thereof may be made, at the option of the person to be indemnified, by (1) order of the Court or administrative body or agency having jurisdiction over the matter for which indemnification is being sought; (2) resolution adopted by a majority of a quorum of our disinterested directors; (3) if there is no such quorum, resolution adopted by a majority of the committee of stockholders and disinterested directors of the Company; (4) resolution adopted by a majority of the quorum of directors entitled to vote at any meeting; or (5) Order of any Court having jurisdiction over the Company.  Such right of indemnification is not exclusive of any other right which such director or officer may have, and without limiting the generality of such statement, they are entitled to their respective rights of indemnification under any bylaws, agreement, vote of stockholders, provision of law, or otherwise in addition to their rights under our Bylaws.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.

ITEM
 
AMOUNT
 
       
SEC Registration Fee*
 
$
4
 
Legal Fees and Expenses
   
36,000
 
Accounting Fees and Expenses*
   
10,000
 
Miscellaneous
   
4,000
 
Total*
 
$
50,004
 

* Estimated Figure
 
 
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RECENT SALES OF UNREGISTERED SECURITIES

On April 1, 2011 the Company issued 15,000,000 shares of common stock to each of the two founders of the Company Johnie and Vicki Yawn for a total issuance of 30,000,000 shares.  The shares were valued at par value of $.001 and were paid through reduction in debt owed the founders in the amount of $30,000.

On January 26, 2012 the Company issued 100,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services at start-up valued at $10,000.

From April 1, 2011 to March 31, 2012, there were an additional 454,000 shares of common stock issued to twelve non-affiliated stockholders at $.10 per share for a total of $45,400.

On June 4, 2012 the Company issued 50,000 shares of common stock to Frank Molloy, principal of Hunter, Molloy and Salcido LLP in exchange for legal services valued at $5,000.

On July 31, 2012 the Company issued 10,000 shares to Shawn Youngquist in exchange for consulting services valued at $1,000.

On June 26, 2013 the Company issued 158,585 shares to Michael T. Williams and Todd Feinstein, principal and previous of counsel, respectively, to Williams Securities Law Firm in exchange for legal services valued at $15,860.  They also issued 100,000 shares to Richard Oravec in exchange for financial consulting services valued at $10,000.
 
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents.

We believed that Section 4(2) of the Securities Act of 1933 was available because:

·  
None of these issuances involved underwriters, underwriting discounts or commissions.
·  
Restrictive legends were and will be placed on all certificates issued as described above.
·  
The distribution did not involve general solicitation or advertising.
·  
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

·  
Access to all our books and records.
·  
Access to all material contracts and documents relating to our operations.
·  
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
 
52

 

EXHIBITS

Item 3
 
 
1
Articles of Incorporation – HealthTalk Live, Inc.
 
2
Bylaws - HealthTalk Live, Inc.
 
Item 4

 
1
Form of common stock Certificate of the HealthTalk Live, Inc. (1)

Item 5
 
 
1
Legal Opinion of Williams Law Group, P.A.

Item 23
 
 
1
Consent of Stein & Company, LLP
 
2
Consent of Williams Law Group, P.A.   (included in Exhibit 5.1)

All other Exhibits called for by Rule 601 of Regulation SK are not applicable to this filing.

(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

UNDERTAKINGS

The undersigned registrant hereby undertakes:
 
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
 
53

 

 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
 
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:  Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in Sparks NV on July 1, 2013.
 
  HealthTalk Live, Inc.  
       
Date: July 1, 2013
By:
/s/ Johnie M. Yawn
 
  Name:
Johnie M. Yawn
 
  Title:
President
 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE
 
NAME
 
TITLE
 
DATE
             
/s/ Johnie M. Yawn
 
Johnie M. Yawn
 
President/Director/Principal Executive Officer/Principal Financial Officer/ Principal Accounting Officer
 
July 1, 2013
/s/ Vicki L. Yawn
 
Vicki L. Yawn
 
Secretary/Director
 
July 1, 2013
/s/ George Carter
 
George Carter
 
Director
 
July 1, 2013
 
 
55 
EXHIBIT 3.1
 
 
 
1

 
 
 
 
2

 
 
 
 
3
EXHIBIT 3.2

BYLAWS

OF
HEALTHTALK LIVE,  INC.
(A NEVADA CORPORATION)
 
ARTICLE I
 
OFFICES
 
Section 1.  PRINCIPAL OFFICES.  The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Nevada.  If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of Nevada.
 
Section 2.  OTHER OFFICES.  The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
 
ARTICLE II
 
MEETING OF SHAREHOLDERS
 
Section 1.  PLACE OF MEETINGS.  Meetings of shareholders shall be held at any place within or outside the State of Nevada designated by the Board of Directors.  In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.
 
Section 2.  ANNUAL MEETING.  The annual meeting of the shareholders shall be held on the 2 nd Monday of January in each year at 10:00 a.m.  However, if this day falls on a legal holiday,  then the meeting shall be held at the same time and place on the next succeeding full business day.  At this meeting, directors shall be elected, and any other proper business may be transacted.  The meeting shall be held at a location set by the Board of Directors.
 
Section 3.  SPECIAL MEETING.  A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cause not less than ten percent (10%) of the votes at that meeting.
 
If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation.  The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than ten (10) nor more than thirty (30) days after the receipt of the request.  If the notice is not given with five (5) days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.
 
 
1

 
 
Section 4.  NOTICE OF SHAREHOLDERS’ MEETINGS.  All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than thirty (30) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.
 
Section 5.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Notice of any meeting of shareholders shall be given either personally or by first class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice.  If no such address appears on the corporations’ books or is given, notice shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
 
If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.
 
An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.
 
Section 6.  QUORUM.  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
 
Section 7.  ADJOURNED MEETING; NOTICE.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.
 
When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given at the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting.  Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II.  At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.
 
Section 8.  VOTING.  The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II.  The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number of voting by classes is required by law or by the Articles of Incorporation.
 
 
2

 
 
At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares).  The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.
 
Section 9.  WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes.  The waiver of notice or consent need  not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
 
Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.
 
Section 10.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
 
Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.
 
In the case of election of director, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the director, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.  All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records.  Any shareholder giving a written consent, or the shareholder’s proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.
 
Section 11.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS.
 
For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than thirty (30) days nor less than ten (10) days before the date of any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the date may be, notwithstanding any transfer of shares on the books of the corporation after the record date, except as otherwise provided by Nevada law.
 
 
 
3

 
 
If the Board of Directors does not so fix a record date:
 
(a)   The record date for determining shareholders entitled to a notice of to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close if business on the business day next preceding the day on which the meeting is held.
 
(b)   The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which then Board accepts the resolution relating to that action, or the thirtieth (30th) day before the date of such other action, whenever is later.
 
Section 12.   PROXIES.  Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation.  A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact.  A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.  The revocability of a proxy that states on its face is irrevocable shall be governed by the provisions of the Corporations Law of the State of Nevada.
 
Section 13.  INSPECTORS OF ELECTION.  Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or shareholder’s proxy shall, appoint inspectors of election at the meeting.  The number of inspectors shall be either one (1) or three (3).  If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.
 
These inspectors shall:
 
(a)   Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
 
(b)   Receive votes, ballots, or consents;
 
(c)    Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)   Count and tabulate all votes or consents;

(e)   Determine when the polls shall close;

(f)   Determine the result; and

(g)   Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
 
 
4

 
 
ARTICLE III
 
DIRECTORS
 
Section 1.  POWERS.   Subject to the provisions of Nevada General Corporation Law and any limitations in the Articles of Incorporation and these By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.
 
Section 2.  NUMBER AND QUALIFICATIONS OF DIRECTORS.  The authorized number of directors shall be not less than one (1) and more than nine (9) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this By-Law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.
 
Section 3.  ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting.  Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
 
Section 4.  VACANCIES.  Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote.  Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.
 
A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of the court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.
 
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
 
Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective.  If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
 
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
 
Section 5.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.  Regular meetings of the Board of Directors may be held at any place within or outside the State of Nevada that has been designated from time to time by resolution of the Board.  In the absence of such a designation, regular meetings shall be held at the principal executive offices of the corporation.  Special meetings of the Board shall be held at any place within or outside the State of Nevada that has been designated in the notice of the meeting or, if not stated in the notice or there is not notice, at the principal executive office of the corporation.  Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.
 
 
5

 
 
Section 6.  ANNUAL MEETING.  Immediately following each annual meeting of shareholders, the Board of Director shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business.  Notice of this meeting shall not be required.
 
Section 7.  OTHER REGULAR MEETINGS.  Other regular meetings of the Board of Directors shall be held without call at such time as shall, from time to time, be fixed by the Board of Directors.  Such regular meetings may be held without notice.
 
Section 8.  SPECIAL MEETINGS.  Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice president or the secretary
or any two directors.
 
Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation.  In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight  (48) hours before the time of the holding of the meeting.  Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.  The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.
 
Section 9.  QUORUM.  A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
 
Section 10.  WAIVER OF NOTICE.  The transactions of any meeting of the Board of Director, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice of that director.
 
Section 11.  ADJOURNMENT.  A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
 
Section 12.  NOTICE OF ADJOURNMENT.  Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.
 
Section 13.  ACTION WITHOUT MEETING.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
 
Section 14.  FEES AND COMPENSATION OF DIRECTORS.  Directors and members of committees may receive such compensation , if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors.  This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.
 
 
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ARTICLE IV
 
COMMITTEES

Section 1.  COMMITTEES OF DIRECTORS.  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:
 
(a)   the approval of any action which, under the General Corporation Law of Nevada also requires shareholders’ approval or approval of the outstanding shares;
 
(b)   the approval of any action which, under the General Corporation law of Nevada also requires shareholders’ approval or approval of the outstanding shares;
 
(c)   the appointment of any other committees of the Board of Directors   or the members of these committees.
 
Section 2. MEETINGS AND ACTION OF COMMITTEES.  Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these By-Laws, Section 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), 13 (action without meeting), with such changes in the context of those By-Laws to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.  The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these By-Laws.
 
ARTICLE V
 
OFFICERS
 
Section 1.  OFFICERS.  The officers of the corporation shall be a president, a secretary, and a chief financial officer.  The corporation may also have, at the discretion of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V.  Any member of officers may be held by the same person.
 
Section 2.  ELECTION OF OFFICERS.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under the contract of employment.
 
Section 3.  SUBORDINATE OFFICERS.  The Board of Directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may, from time to time, determine.
 
 
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Section 4.  REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if any, of any officer under any contract or employment, any officer may be removed, either with or without cause, by the Board, or, except in case of an officer chosen by the Board of Directors, by an officer upon whom such power of removal may be conferred by the Board of Directors.
 
Any officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
 
Section 5.  VACANCIES IN OFFICERS.  A vacancy in any officer because of death, resignation, removal disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to that officer.
 
Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be, from time to time, assigned to him by the Board of Directors or prescribed by the By-Laws.  If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.
 
Section 7.  PRESIDENT.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the Board of Directors.  He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
 
Section 8.  VICE PRESIDENTS.  In the absence of disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as, from time to time, may be prescribed for them respectively by the Board of Directors or the By-Laws, and the president, or the chairman of the board.
 
Section 9.  SECRETARY.  The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those presented at directors’ meetings or committee meetings, the number of shares presented or represented a shareholder’s meetings, and the proceedings.
 
The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.
 
The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
 
 
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Section 10.  CHIEF FINANCIAL OFFICER.  The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earning, and shares.  The books of account shall at all reasonable times be open to inspection by any director.
 
The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designate by the Board of Directors.  He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all if his transactions as chief financial officer and the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
 
ARTICLE VI
 
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
 
The corporation shall, to the maximum extent permitted by the Nevada General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.  For purposes of this Section, an “agent” of the corporation includes any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
 
ARTICLE VII
 
RECORDS AND REPORTS
 
Section 1.  MAINTENANCE AND INSPECTION OF SHARE REGISTER.  The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.
 
A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand.  This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.  The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.
 
Section 2.  MAINTENANCE AND INSPECTION OF BY-LAWS.  The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of Nevada, at its principal business office in this state, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the corporation is outside the State of Nevada and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the By-Laws as amended to date.
 
 
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Section 3.  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.  The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation.  The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.  The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  The inspection may be made in person or by an agent or attorney, and shall extend to the records of each subsidiary corporation of the corporation.
 
Section 4.  INSPECTION BY DIRECTORS.  Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations.  This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
 
Section 5.  ANNUAL REPORT TO SHAREHOLDERS.  The Board of Directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation.  This report shall be sent at least fifteen (15) days before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 5 of Article II of these By-Laws for giving notice to shareholders of the corporation.  The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and a statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.
 
Section 6.  FINANCIAL STATEMENTS.  A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.
 
If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three month, six month, or nine month period of the then current fiscal year ended more than thirty (30) days after the receipt of the request, and a balance sheet of the corporation as of the end of that period the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request.  If the corporation has not sent the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.
 
The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountant engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.
 
 
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ARTICLE VIII
 
GENERAL CORPORATE MATTERS
 
Section 1.  RECORD DATES FOR PURPOSES OTHER THAN NOTICE AND VOTING.  For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Nevada General Corporation Law.
 
If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60 th ) day before the date of that action, whichever is later.
 
Section 2.  CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.  All checks,   drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be   signed or endorsed by such person or persons and in such manner as, from time   to time, shall be determined by resolution of the Board of Directors.
 
Section 3.  CORPORATE CONTRACTS AND INSTRUMENTS EXECUTED.  The By-Laws, may authorize an officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount, except as to those contracts or agreements entered into by the president on behalf of the corporation.
 
Section 4.  CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid.  All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.
 
Section 5.  LOST CERTIFICATES.  Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time.  The Board of Directors may, in case any share certificate or certificates for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.
 
 
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Section 6.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation.  The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.
 
Section 7.  CONSTRUCTION AND DEFINITIONS.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nevada General Corporation Law shall govern the construction of these By-Laws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
 
ARTICLE IX
 
AMENDMENTS
 
Section 1.  AMENDMENT BY SHAREHOLDERS.  New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.
 
Section 2.  AMENDMENT BY DIRECTORS.  Subject to the rights of the shareholders as provided in Section 1 of this Article IX, By-Laws, other than a By-Law or an amendment of a By-Law changing the authorized number of directors, may be adopted, amended, or repealed by the Board of Directors.
 
 
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WILLIAMS SECURITIES LAW FIRM, P.A.
2503 West Gardner Court
Tampa, FL  33611
Phone:  813.831.9348


June 30, 2013

HealthTalk Live, Inc.

Re: Registration Statement on Form S-1

Gentlemen:

     Our firm has acted as your counsel in the preparation on a Registration Statement on Form S-1 (the "Registration Statement") filed by you with the Securities and Exchange Commission covering 1,080,000 shares of Common Stock of HealthTalk Live, Inc. filed on July 1, 2013 (the "Stock").

     In so acting,  we have examined and relied upon a review corporate records consisting of of the Company’s filings with the State of Nevada and Written Actions of the Directors of the Company solely for factual matters as in our judgment are necessary or  appropriate in order to express the opinion  hereinafter  set forth and have assumed the  genuineness of all signatures,  the authenticity of all documents submitted to us as originals, and the  conformity  to original  documents  of all  documents  submitted  to us certified or photostatic copies.  This opinion is based upon the laws of the state of Delaware.

Based on the foregoing, we are of the opinion that:

     1.  The Stock is duly and validly issued, fully paid and nonassessable.

     2.  The issuance of the Stock has been duly authorized.

     We hereby consent to the discussion of this opinion in the Prospectus, the reproduction of the opinion as an exhibit to the Registration Statement in and to being named as in the “Interests of Named Experts” section of the Registration Statement.

Very truly yours,

Williams Securities Law Firm, P.A.

/s/ Michael T. Williams, Esq.

By: Michael T. Williams, Esquire, President
For the Firm


 
 

 

EXHIBIT 23.1