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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended September 30, 2012
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For the transition period from ____to____
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75-3262502
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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802 Old Dixie Hwy #2, Lake Park, FL 33403
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(Address of principal executive offices) (Zip Code)
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(877) 564-4976
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(Registrant’s telephone number, including area code)
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
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Page
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Item 1.
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Financial Statements
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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13
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Item 4.
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Controls and Procedures
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13
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PART II
OTHER INFORMATION
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Item 1.
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Legal Proceedings
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14
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Item 1A.
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Risk Factors
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14
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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14
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Item 3.
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Defaults Upon Senior Securities
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14
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Item 4.
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Mine Safety Disclosures
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14
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Item 5.
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Other Information
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14
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Item 6.
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Exhibits
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14
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Healthway Shopping Network, Inc.
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(A Development Stage Company)
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Condensed Balance Sheet
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September 30, 2012 and December 31, 2011
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ASSETS
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September 30, 2012
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December 31, 2011
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(Unaudited)
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NONE
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Liabilities
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Accounts payable and accrued expenses
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$ | 9,173 | $ | 7,673 | ||||
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Loan payable - shareholder
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57,626 | 57,626 | ||||||
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Loan payable - related party
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3,100 | 3,100 | ||||||
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Total current liabilities
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69,899 | 68,399 | ||||||
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Stockholders' Deficit:
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Common stock, $0.0000001 par value; 200,000,000 shares authorized,
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190,100,000 shares issued and outstanding
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19 | 19 | ||||||
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Additional paid in capital
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14,829 | 14,829 | ||||||
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Deficit accumulated during development stage
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(84,747 | ) | (83,247 | ) | ||||
| (69,899 | ) | (68,399 | ) | |||||
| $ | - | $ | - | |||||
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Healthway Shopping Network, Inc.
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(A Development Stage Company)
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Condensed Statements of Operations
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For the Nine Months Ended September 30, 2012 and 2011 and for the Period
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From January 11, 2008 (Inception) to September 30, 2012
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| From January | ||||||||||||||||||||
| 11, 2008 | ||||||||||||||||||||
| (Inception) to |
For the Three Months Ended
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For the Nine Months Ended
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| September 30, | September 30, | September 30, | ||||||||||||||||||
| 2012 |
2012
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2011
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2012
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2011
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Revenue, net
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Cost of goods sold
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16 | - | - | - | - | |||||||||||||||
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Gross income
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(16 | ) | - | - | - | - | ||||||||||||||
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Expenses:
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General and administrative expenses
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84,731 | 500 | (19,680 | ) | 1,500 | 1,800 | ||||||||||||||
| 84,731 | 500 | (19,680 | ) | 1,500 | 1,800 | |||||||||||||||
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Net loss
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$ | (84,747 | ) | $ | (500 | ) | $ | 19,680 | $ | (1,500 | ) | $ | (1,800 | ) | ||||||
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Loss per common share - Basic and
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fully diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average number of shares
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outstanding - Basic and fully diluted
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18,959,537 | 190,100,000 | 189,572,527 | 190,100,000 | 190,100,000 | |||||||||||||||
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Accumulated | |||||||||||||||||||||||
| Additional | Deficit During | Total | ||||||||||||||||||||||
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Common Stock
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Paid in | Subscription | Development | Stockholders' | ||||||||||||||||||||
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Shares
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Amount
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Capital |
Receivable
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Stage
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Deficiency
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January 11, 2008 - Issuance of common
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stock to founders at $.0000001 per share
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188,990,000 | $ | 19 | $ | 40 | $ | - | $ | - | $ | 59 | |||||||||||||
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Shares issued for cash at $0.01 and $0.04 per share
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60,000 | - | 675 | - | - | 675 | ||||||||||||||||||
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Shares issued for cash at $0.04 per share
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30,000 | - | 1,200 | - | - | 1,200 | ||||||||||||||||||
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Shares issued for cash at $0.04 per share
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10,000 | - | 400 | - | - | 400 | ||||||||||||||||||
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Shares issued for cash at $0.04 per share
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10,000 | - | 10 | - | - | 10 | ||||||||||||||||||
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Subscription receivable
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(40 | ) | - | (40 | ) | |||||||||||||||||||
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Net loss
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- | - | - | - | (42,969 | ) | (42,969 | ) | ||||||||||||||||
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Balance - December 31, 2008
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189,100,000 | 19 | 2,325 | (40 | ) | (42,969 | ) | (40,665 | ) | |||||||||||||||
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Adjustment to subscription agreement
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- | - | 4 | (4 | ) | - | - | |||||||||||||||||
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Net loss
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- | - | - | - | (5,747 | ) | (5,747 | ) | ||||||||||||||||
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Balance - December 31, 2009
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189,100,000 | 19 | 2,329 | (44 | ) | (48,716 | ) | (46,412 | ) | |||||||||||||||
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Payment of subscription receivable
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- | - | - | 44 | - | 44 | ||||||||||||||||||
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Shares issued for cash at $0.0125 per share
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1,000,000 | - | 12,500 | - | - | 12,500 | ||||||||||||||||||
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Net loss
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- | - | - | - | (29,831 | ) | (29,831 | ) | ||||||||||||||||
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Balance - December 31, 2010
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190,100,000 | 19 | 14,829 | - | (78,547 | ) | (63,699 | ) | ||||||||||||||||
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Net loss
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- | - | - | - | (4,700 | ) | (4,700 | ) | ||||||||||||||||
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Balance - December 31, 2011
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190,100,000 | 19 | 14,829 | - | (83,247 | ) | (68,399 | ) | ||||||||||||||||
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Net loss
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- | - | - | - | (1,500 | ) | (1,500 | ) | ||||||||||||||||
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Balance - September 30, 2012
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190,100,000 | $ | 19 | $ | 14,829 | $ | - | $ | (84,747 | ) | $ | (69,899 | ) | |||||||||||
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Healthway Shopping Network, Inc.
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(A Development Stage Company)
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Condensed Statements of Cash Flows
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For the Nine Months Ended September 30, 2012 and 2011 and for the Period
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From January 11, 2008 (Inception) to September 30, 2012
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| From January | ||||||||||||
| 11, 2008 | ||||||||||||
| (Inception) to | For the Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2012 | 2012 | 2011 | ||||||||||
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Cash flows from operating activities:
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Net loss
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$ | (84,747 | ) | $ | (1,500 | ) | $ | (1,800 | ) | |||
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Adjustments to reconcile net loss to net cash used
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by operating activities:
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Bank overdraft
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- | - | (2,467 | ) | ||||||||
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Accounts payable and accrued expenses
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9,173 | 1,500 | 1,799 | |||||||||
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Net cash used by operating activities
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(75,574 | ) | - | (2,468 | ) | |||||||
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Cash flows from financing activities:
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Proceeds from issuance of common stock
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14,848 | - | - | |||||||||
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Shareholder's loan
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57,626 | - | 2,468 | |||||||||
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Loan payable - related party
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3,100 | - | - | |||||||||
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Net cash provided by financing activities
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75,574 | - | 2,468 | |||||||||
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Net increase in cash
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- | - | - | |||||||||
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Cash at beginning of period
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- | - | - | |||||||||
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Cash at end of period
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$ | - | $ | - | $ | - | ||||||
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Supplemental cash flow information:
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Cash paid during the period for:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income taxes
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$ | - | $ | - | $ | - | ||||||
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- 6 -
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Income tax provision at the federal statutory rate
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15 | % | ||
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Effect of operating losses
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(15 | ) % | ||
| 0 | % |
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31.1
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Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
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32.1
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Certification of Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.ins
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XBRL Instance Document
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101.sch
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XBRL Taxonomy Schema Document
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101.cal
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XBRL Taxonomy Calculation Linkbase Document
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101.def
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XBRL Taxonomy Definition Linkbase Document
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101.lab
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XBRL Taxonomy Label Linkbase Document
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101.pre
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XBRL Taxonomy Presentation Linkbase Document
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Healthway Shopping Network, Inc.,
a Florida corporation
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November 14, 2012
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By:
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/s/ Cleveland Gary
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Cleveland Gary
Chief Executive Officer, President, Chief Financial Officer, Secretary and a Director
(Principal Executive, Financial and Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Healthway Shopping Network, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting , to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant‘s internal control over financial reporting.
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/s/ Cleveland Gary
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Cleveland Gary
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Chief Executive Officer, Chief Financial Officer, President
(Principal Executive and Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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/s/ Cleveland Gary
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Cleveland Gary
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Chief Executive Officer, Chief Financial Officer, President
(Principal Executive and Financial Officer)
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November 14, 2012
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Stockholders' Deficit
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9 Months Ended |
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Sep. 30, 2012
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| Equity [Abstract] | |
| Stockholders' Deficit | Note 2. STOCKHOLDERS' (DEFICIT)
At inception, the Company issued 188,990,000 shares of its common stock to the founders of the Company for cash of $59.
In February 2008 the Company issued 57,500 shares of its common stock at $0.01 per share. In February 2008 the Company issued 2,500 shares of its common stock at $0.04 per share. In July 2008 the Company issued 30,000 shares of its common stock at $0.04 per share.
In July 2008 the Company issued 10,000 shares of its common stock at $0.04 per share.
In August 2008 the Company issued 10,000 shares of its common stock at $0.04 per share.
In May 2010 the Company issued 1,000,000 shares of its common stock at $0.0125 per share. |