UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(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 25, 2013 is 13,800,000.

 

 

EXPLANATORY NOTE

 

This Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) is being filed as Amendment No. 1 (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended January 31, 2013, which was filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2013 (the “Original Quarterly Report”). This Form 10-Q/A is being filed to retrospectively present (a) the balance sheets as of January 31, 2013 and October 31, 2012, (b) the statements of operation for the three months ended January 31, 2013 and 2012 and for the period from March 26, 2008 (inception) to January 31, 2013, (c) the statements of cash flows for the three months ended January 31, 2013 and 2012 and the period from March 26, 2008 (inception) through January 31, 2013 and (d) certain footnote disclosures thereto.

 

The need to retrospectively present these interim financial statements resulted from the Company’s accounting for its (a) 2 for 1 forward stock split (the “Stock Split”) which became effective on March 25, 2013 and (b) the inclusion of a subsequent events footnote to disclose the amendment to the Company’s charter to effect an increase in its authorized shares to 100,000,000, to provide for up to 10,000,000 shares of “blank check” preferred stock and to effect the Stock Split.

 

Except as described above and to correct some typographical errors, no other sections have been amended from the Original Quarterly Report. The Company has not updated the Original Quarterly Report for any other events that have occurred subsequent to the filing of the Original Quarterly Report.

 

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 SHEETS

(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:
100,000,000 common shares with a par value of $0.001 Issued and outstanding:
13,800,000 common shares as of January 31, 2013 and October 31, 2012			13,800				13,800
Additional paid in capital			74,200				74,200
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 net loss per share			(0.00	)			(0.00	)
Weighted average number of common shares outstanding basic and diluted			13,800,000				13,800,000

 

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.

NOTES TO FINANCIAL STATEMENTS

(A Development Stage Company)

January 31, 2013 (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 8,000,000 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, 2013, 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.

 

On March 25, 2013, the Company effected a 2-for-1 forward split of its common stock, so that for every one share of common stock outstanding, the holder thereof would receive an additional share of common stock. In accordance with United States generally accepted accounting principles, all share and per share amounts have been retroactively recast to reflect such forward split.

 

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Unaudited Interim Financial Statements

 

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the period ended October 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2013. These interim unaudited financial statements should be read in conjunction with those financial statements included in the Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended January 31, 2013 are not necessarily indicative of the results that may be expected for the year ending October 31, 2013.

 

 

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.

  

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 STOCK

 

In March 2008, the Company issued 8,000,000 common shares of the Company at $0.0005 per share to the Company’s previous president for acquisition of an intangible asset.

 

During the year ending October 31, 2010, the Company issued 5,800,000 common shares of the Company’s common shares for $0.005 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 8,000,000 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.

 

Note 5 - SUBSEQUENT EVENTS

 

On March 25, 2013, the Company filed an amendment to its Articles of Incorporation to:

 

•

Increase the number of authorized shares of its common stock to 100,000,000;

 

•

Authorize 10,000,000 shares of “blank check” preferred stock; and

 

•

Approve a 2-for-1 forward split of its common stock, so that for every one share of common stock outstanding, the holder thereof would receive an additional share of common stock.

 

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

 

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 (8,000,000 post-split) 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 8,000,000 shares of common stock held by her to Tungsten 74 LLC, a Delaware limited liability company, for aggregate consideration of $311,108, or approximately $0.0389 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.

 

On March 25, 2013, we filed an amendment to our Articles of Incorporation to:

 

•

Increase the number of authorized shares of its common stock to 100,000,000;

 

•

Authorize 10,000,000 shares of “blank check” preferred stock; and

 

•

Approve a 2-for-1 forward split of its common stock, so that for every one share of common stock outstanding, the holder thereof would receive an additional share of common stock.

 

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 periods ended January 31, 2013 or 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 administrative expenses, compared to operating expenses for the three-month period ended January 31, 2012 being comprised of $11,013 of general and administrative 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 and our Form 10-Q for the fiscal quarter ended January 31, 2013 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 28, 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 28, 2013
Nickolay Kukekov		Director (principal executive and financial officer)