UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended January 31, 2013

 

OR

 

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

For the transition period from            to            

 

Commission file number: 000-54632

 

HEALTH IN HARMONY INC.

(Exact name of registrant as specified in its charter)

 

Nevada		98-0576696
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

464 George Road, #3E Cliffside Park, New Jersey		07910
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:

(917) 952-9791

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  x

 

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

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨ (Do not check if a smaller reporting company)		Smaller reporting company		x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No   ¨

 

The number of shares outstanding of the issuer’s common stock as at March 20, 2013 is 6,900,000.

 

 

Statement Regarding Forward-Looking Statements

 

This quarterly report contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “the Company” mean Health in Harmony Inc., unless otherwise indicated.

 

 

PART I

 

Item 1. Financial Statements.

 

HEALTH IN HARMONY INC.

(A Development Stage Company)

BALANCE SHEET

(Unaudited)

 

		January 31, 2013 - $ -				October 31, 2012 - $ -
ASSETS
Current assets
Total current assets			-				-
Total assets			-				-
LIABILITIES
Current liabilities
Accounts payable			6,000				-
Total current liabilities			6,000				-
COMMITTMENTS
STOCKHOLDERS’ EQUITY
Common stock
Authorized:
75,000,000 common shares with a par value of $0.001 Issued and outstanding:
6,900,000 common shares as of January 31, 2013 and October 31, 2012			6,900				6,900
Additional paid in capital			81,100				81,100
Deficit accumulated during the development stage			(94,000	)			(88,000	)
Total stockholders’ equity			(6,000	)			-
Total liabilities and stockholders’ equity			-				-

 

The accompanying notes are an integral part of these financial statements

 

 

HEALTH IN HARMONY INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

Three months ended January 31, 2013 and 2012

Period from March 26, 2008 (Inception) to January 31, 2013

(Unaudited)

 

		Three Months Ended January 31, 2013 - $ -				Three Months Ended January 31, 2012 - $ -				Period from March 26, 2008 (Inception) to January 31, 2013 - $ -
Revenue			-				-				103,000
Less: Expenses
Impairment of asset			-				-				4,000
Management fees			-				1,500				27,500
Rent			-				1,500				27,500
General and administrative			6,000				11,013				138,000
Total operating expense			6,000				14,013				197,000
Loss from operations			(6,000	)			(14,013	)			(94,000	)
Net loss			(6,000	)			(14,013	)			(94,000	)
Basic and diluted loss per share			(0.00	)			(0.00	)
Weighted average number of common shares outstanding			6,900,000				6,900,000

 

The accompanying notes are an integral part of these financial statements

 

 

 

HEALTH IN HARMONY INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY

Three months ended January 31, 2013 and 2012 Period from March 26, 2008 (Inception) through January 31, 2013 (UNAUDITED)

 

		Common Stock								Additional Paid-in Capital				Deficit Accumulated During Development Stage				Total
		Number				- $ -				- $ -				- $ -				- $ -
Balance, March 26, 2008 (Inception)			-				-				-				-				-
Common shares issued for intangible asset			4,000,000				4,000				-				-				4,000
Donated services			-				-				7,000				-				7,000
Net loss			-				-				-				(11,000	)			(11,000	)
Balance, October 31, 2008			4,000,000				4,000				7,000				(11,000	)			-
Donated services			-				-				12,000				-				12,000
Net loss			-				-				-				(12,000	)			(12,000	)
Balance, October 31, 2009			4,000,000				4,000				19,000				(23,000	)			-
Common shares issued for cash			2,900,000				2,900				26,100				-				29,000
Donated services			-				-				12,000				-				12,000
Net loss			-				-				-				(12,537	)			(12,537	)
Balance, October 31, 2010			6,900,000				6,900				57,100				(35,537	)			28,463
Donated services			-				-				12,000				-				12,000
Net loss			-				-				-				(3,479	)			(3,479	)
Balance, October 31, 2011			6,900,000				6,900				69,100				(39,016	)			36,984
Donated services			-				-				12,000				-				12,000
Net loss			-				-				-				(48,984	)			(48,984	)
Balance, October 31, 2012			6,900,000				6,900				81,100				(88,000	)			-
Net loss			-				-				-				(6,000	)			(6,000	)
Balance, January 31, 2013			6,900,000				6,900				69,100				(94,000	)			(6,000	)

 

The accompanying notes are an integral part of these financial statements

 

 

 

HEALTH IN HARMONY INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

Three months ended January 31, 2013 and 2012

Period from March 26, 2008 (Inception) through January 31, 2013 (Unaudited)

 

		Three Months ended January 31, 2013 - $ -				Three Months ended January 31, 2012 - $ -				Period from March 26, 2008 (Inception) through January 31, 2013 - $ -
CASHFLOWS FROM OPERATING ACTIVITIES:
Net loss			(6,000	)			(14,013	)			(94,000	)
Adjustments to reconcile net loss to cash used in operating activities:
Impairment of intangible asset			-				-				4,000
Donated services			-				3,000				55,000
Change in:
Accounts payable			6,000				-				6,000
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES			-				(11,013	)			(29,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party			-				-				-
Proceeds from sale of common stock			-				-				29,000
CASH FLOWS PROVIDED BY (USED IN) BY FINANCING ACTIVITIES			-				-				29,000
NET CHANGE IN CASH			-				(11,013	)			-
Cash, beginning of period			-				66,984				-
Cash, end of period			-				55,971				-
Supplemental cash flow information:
Interest paid			-				-				-
Taxes paid			-				-				-
Non-cash transactions:
Stock issued for acquisition of intangible asset			-				-				4,000

 

The accompanying notes are an integral part of these financial statements

 

 

HEALTH IN HARMONY INC.

NOTE TO FINANCIAL STATEMENTS

(A Development Stage Company)

October 31, 2012 (unaudited)

Note 1 - NATURE OF OPERATIONS

 

Health In Harmony Inc. (the “Company”) was incorporated in the State of Nevada on March 26, 2008 and is in the development stage as defined by Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”.

 

On March 31, 2008, the Company entered into an agreement with its President whereby it acquired a wellness program in exchange for 4,000,000 of its shares of common stock. The wellness program consists of various physical and mental activities aimed at the elderly. The Company intended to commence business operations by marketing the wellness program to re-sellers who would market and present the program in their communities.

 

During November, 2012, the Board of Directors of the Company unanimously adopted resolutions approving the following actions:

 

·

To amend the Company’s Articles of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 75,000,000 to 100,000,000;

 

·

To amend the Company’s Articles of Incorporation to authorize 10,000,000 shares of “blank check” preferred stock;

 

·

To approve a 2-for-1 forward stock split of the issued and outstanding shares of the Company’s common stock; and

 

·

To authorize, but not require, the Company’s Board of Directors to amend the Company’s Articles of Incorporation to effect a change of the Company’s name from “Health in Harmony, Inc.” to “Life Care Medical Devices Limited”.

 

As of the close of business on March 22, 2012, the Company has received written consents approving the aforementioned actions from the holder of a majority of the Company’s outstanding shares of common stock. However, none of the aforementioned actions have been implemented as of the filing of this Quarterly Report on Form 10-Q. The earliest that the Company expect to implement such actions would be at or around March 25, 2013.

 

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented in US dollars. The Company’s year-end is October 31.

 

These financial statements have been prepared on a going concern basis which assumes the Company will not be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors, related parties and/or issuance of common shares.

 

 

Development Stage Company

 

The Company complies with Accounting Standards Codification (“ASC”) 915 “Development Stage Entities” in its characterization of the Company as a development stage enterprise.

 

Cash and Cash Equivalents

 

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

 

Use of Estimates and Assumptions

 

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 period. Actual results could differ from those estimates.

 

Income Taxes

 

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Basic and Diluted Net Income (Loss) per Share

 

The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" (ASC 260). ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Note 3 - RELATED PARTY TRANSACTIONS

 

The former President of the Company provided management services and office premises to the Company at no charge. The donated management services and office premises are each valued at $500 per month. The President of the Company ceased providing donated services as of November 1, 2012.

 

Note 4 - COMMON SHARES

 

In March 2008, the Company issued 4,000,000 common shares of the Company at $0.001 per share to the Company’s previous president for acquisition of an intangible asset.

 

During the year ending October 31, 2010, the Company issued 2,900,000 common shares of the Company’s common shares for $0.01 per share.

 

 

The Company underwent a change in management and control effective June 28, 2012, whereby approximately 58% of the Company’s outstanding shares were sold in a private transaction by Tammy DuPerron to Susanna Janse Van Vuuren. In connection therewith, Ms. Van Vuuren replaced Ms. DuPerron as President, Secretary/Treasurer and Chief Executive Officer of the Company.

 

Another change of control occurred on October 31, 2012 when Ms. Van Vuuren, the owner of an aggregate of 4,000,000 shares of common stock of the Company representing approximately 58.0% of its issued and outstanding common stock, sold her shares to Tungsten 74 LLC, a Delaware limited liability company controlled by Viacheslav Kriventsov. In connection with this change in control, Ms. Van Vuuren resigned as an officer and Director, and Dr. Nickolay Kukekov, a non-controlling member of Tungsten 74 LLC, was appointed the Chief Executive Officer and Director of the Company.

 

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operation

 

Corporate Overview and History

 

On March 28, 2008, we entered into an agreement with our then-President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, Tammy DuPerron, whereby we purchased a wellness program which she developed. The wellness program consists of various physical and mental activities designed for use by the elderly. The program’s goal was to keep the elderly physically active and mentally engaged and challenged. We intended to commence business operations by marketing the wellness program to resellers who would market and present the program in their communities. Effective August 28, 2011, we entered into a Licensing Agreement with a reseller, pursuant to which we received licensing revenue of $103,000 for the year ended October 31, 2011.

 

On June 28, 2012, Susanna Janse Van Vuuren entered into a Stock Purchase Agreement with Ms. DuPerron, pursuant to which Ms. DuPerron sold 4,000,000 shares of our common stock held by her to Ms. Van Vuuren, representing approximately 57.97% of the total issued and outstanding shares of common stock of the Company. Also on June 28, 2012, Ms. DuPerron resigned from all of her positions with the Company, and Susanna Janse Van Vuuren was elected as the sole director, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.

 

On October 31, 2012, Ms. Van Vuuren entered into and performed a Securities Purchase Agreement pursuant to which she sold the 4,000,000 shares of common stock held by her to Tungsten 74 LLC, a Delaware limited liability company, for aggregate consideration of $311,108, or approximately $0.0778 per share, less any liabilities. The transaction is described in the Form 8-K filed by the Company with the Securities and Exchange Commission on November 16, 2012. Also on October 31, 2012, we increased to two directors the number of directors constituting the Board of Directors and appointed Dr. Nickolay Kukekov as a director to fill the vacancy created by such increased Board size. Furthermore, Ms. Van Vuuren submitted her resignation as a director, effective on or about November 26, 2012.

 

We have not achieved profitability since inception in 2008. As of January 31, 2013, we had no cash and we will need to obtain additional financing in 2013 in order to continue our current operations and to sustain our cash flow needs. Under our current strategy, we may seek to merge with one or more companies in other areas of business. Any such acquisition would likely require equity or debt financing. Our inability to obtain additional financing will materially adversely affect us, including possibly requiring us to significantly curtail or cease operations.

 

Our auditors have qualified their report on our financial statements on a "going concern" basis; that is to say, our financial statements have been prepared assuming that we will continue as a going concern. Given our recurring losses from operations and our working capital deficiency as of January 31, 2013, there is substantial doubt of our ability to continue as a going concern.

 

At present we are not able to estimate when we will be able to generate sustained revenues.

 

 

Life Care Medical

 

We are currently in negotiations with Life Care Medical Devices Limited, a Hong Kong SAR corporation, with respect to a potential share exchange and reorganization agreement pursuant to which we would acquire Life Care Medical as our wholly-owned subsidiary. As currently contemplated, (a) Tungsten 74 LLC would deliver all of its common stock to us for cancellation and (b) the stockholders of Life Care Medical would exchange all of the issued and outstanding shares of Life Care Medical currently held by them for such number of shares of common stock as shall constitute approximately 83.4% of the then outstanding common stock. As the definitive agreement and other transaction documents are still being negotiated, we can give no assurance as to the ultimate form or terms of such proposed transaction or that it will be consummated at all.

Results of Operations

 

Three-Month Period Ended January 31, 2013 and 2012

 

We did not earn any revenues during the three-month period ended July 31, 2013 or the three-month period ended January 31, 2012.

 

We incurred operating expenses in the amount of $6,000 for the three-month period ended January 31, 2013, compared to $14,013 for the three-month period ended January 31, 2012. The operating expenses for the three-month period ended January 31, 2013 are comprised entirely of general and administration expenses, compared to operating expenses for the three-month period ended January 31, 2012 being comprised of $11,013 of general and administration expenses, $1,500 of donated rent and $1,500 of donated management fees.

 

Liquidity and Capital Resources

 

We do not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available. We need funding to undertake our operations at our current level. Private capital, if sought, will be sought from private and institutional investors. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we intend to use our securities to compensate employees/consultants and independent contractors wherever appropriate.

 

We will incur ongoing expenses associated with professional fees for accounting, legal, and a host of other expenses for annual reports, quarterly reports and proxy statements. We estimate that these costs could range up to $50,000 per year. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use non-cash means of settling obligations and compensate certain independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts.

 

There are no current plans to seek private investment, although this would likely change in the event of the consummation of our proposed transaction with Life Care Medical. We do not have any current plans to raise funds through the sale of securities.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls

 

We evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2013. This evaluation was conducted with the participation of our principal executive and financial officer. Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

 

 

Limitations on the Effective of Controls

 

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

 

Conclusions

 

Based upon the evaluation of our controls, our principal executive and financial officer has concluded that, subject to the limitations noted above, and except for insufficient processes in place to ensure timely reporting of our Form 10-K for the fiscal year ended October 31, 2012 which we believe have been corrected, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.

 

Changes in internal control over financial reporting

 

There have been no changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Company’s Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Materials from the Health In Harmony, Inc. Quarterly Report on Form 10-Q for the quarter ended January 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet, (ii) Statements of Operations, (iii) Statements of Stockholders' Equity, (iv) Statement of Cash Flows, and (vi) related Notes to the Unaudited Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Health in Harmony Inc.
	By:	/s/ Nickolay Kukekov
	Name: Nickolay Kukekov
	Title: CEO

 

Date: March 21, 2013

 

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

 

Name		Title		Date
/s/ Nickolay Kukekov		Chief Executive Officer and		March 21, 2013
Nickolay Kukekov		Director (principal executive and financial officer)