SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended April 30, 2011OR[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______________ to ______________





Commission File No.333-171546





HEALTH IN HARMONY INC.


(Exact name of small business issuer as specified in its charter)





Nevada

(State or other jurisdiction of

incorporation or organization)
8322

(Primary Standard Industrial

Classification Code Number)
98-0576696

(I.R.S. Employer

Identification No.)





11107-50th Avenue


Edmonton, Alberta,


Canada,


T6H 0J1


(Address of principal executive offices)





(780) 809-0611


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o  Accelerated filer o


x Non-accelerated filer x Smaller reporting company





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





The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at May 16, 2011 was 6,900,000.



















TABLE OF CONTENTS





PagePART I.Item 1. Financial Statements.
4-8Item 2. Management’s Discussion and Analysis or Plan of Operations.
9Item 3. Quantitative and Qualitative Disclosures About Market Risks.
10Item 4. Controls and Procedures.
10PART II.Item 1. Legal Proceedings.
11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
11Item 3. Defaults Upon Senior Securities.
11Item 4. Submission of Matter to Vote of Security Holders.
11Item 5. Other Information.
11Item 6. Exhibits.
12SIGNATURES
13











































2


Statement Regarding Forward-Looking Statements





This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended Section 21E of the Securities Exchanged Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. The statements contained in this report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements regarding our “expectations,” “anticipation,” “intentions,” “beliefs,” or “strategies” regarding the future. Forward looking statements also include statements such as changes in national and local government legislation, taxation, controls, regulations and political or economic changes in the United States or other countries in which we may carry on business in the future; business opportunities that may be presented to or pursued by us; our ability to integrate acquisitions successfully. All forward-looking statements included in this report are based on information available to us as of the filing date of this report, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking statements.








PART I.


Item 1.Financial Statements.






















































3


HEALTH IN HARMONY INC.


(A Development Stage Company)








FINANCIAL STATEMENTS





APRIL 30, 2011

































































4





HEALTH IN HARMONY INC.

(A Development Stage Company)



BALANCE SHEETSApril 30,

2011



(Unaudited)

- $ -


October 31, 2010





- $ -ASSETSCurrent assetsCash


31,421



38,463Total current assets


31,421



38,463Total assets


31,421



38,463LIABILITIESCurrent liabilitiesAccrued expenses


8,301



-Advance – related party


10,000



10,000Total current liabilities


18,301



10,000STOCKHOLDERS’ EQUITYCommon stockAuthorized:75,000,000 common sharesWith a par value of $0.001Issued and Outstanding:6,900,000 common shares as of April 30, 2011 and October 31, 2010 respectively


6,900



6,900Additional paid up capital


63,100



57,100Deficit accumulated during the development stage


(56,880
)


(35,537
)Total stockholders’ equity


13,120



28,463Total liabilities and stockholders’ equity


31,421



38,463












































– See Accompanying note to financial statements–





5





HEALTH IN HARMONY INC.

(A Development Stage Company)



STATEMENTS OF OPERATIONS

(Unaudited)Three months ended

April 30,2011



- $ -


Three months ended

April 30, 2010



- $ -


Six months ended

April 30, 2011



- $ -


Six months ended

April 30, 2010

- $ -


Period from March 26,

2008

(Inception) to April 30,

2011

- $ -ExpensesManagement fees


1,500



1,500



3,000



3,000



18,500Rent


1,500



1,500



3,000



3,000



18,500Impairment of intangible asset


-



-



-



-



4,000General and administrative


(368
)


-



15,343



-



15,880Net loss


2,632



3,000



21,343



6,000



56,880Basic and diluted loss per share


(0.00
)


(0.00
)


(0.00
)


(0.00
)Weighted average number of common shares outstanding


6,900,000



6,900,000



6,900,000



6,900,000















































– See Accompanying note to financial statements–


6





HEALTH IN HARMONY INC.

(A Development Stage Company)



STATEMENTS OF CASH FLOWS

(Unaudited)Six months ended

April 30, 2011

- $ -


Six months ended

April 30, 2010

- $ -


Period from March 26, 2008 (Inception) to April 30,

2011

- $ -Cash Flows From Operating ActivitiesNet loss


(21,343
)


(6,000
)


(56,880
)Donated services


6,000



6,000



37,000Impairment of intangible asset


-



-



4,000Adjustments to reconcile net loss to cash used in operating activities:Accounts payables and accrued liabilities


8,301



-



8,301Net cash used in operations


(7,042
)


-



(7,579
)Cash Flows From Financing ActivitiesAdvances from related party


-



-



10,000Proceeds from sale of common stock


-



-



29,000Net cash provided by financing activities


-



-



39,000Increase (Decrease) In Cash


(7,042
)


-



31,421Cash, beginning


38,463



-



-Cash, ending


31,421



-



31,421Supplementary Cash Flow Information:Cash paid for:Interest


-



-



-Income taxes


-



-



-Non-cash transactions:Stock issued for acquisition of intangible asset


-



-



4,000





























– See Accompanying note to financial statements–


7


HEALTH IN HARMONY INC.


(A Development Stage Company)





NOTE TO THE FINANCIAL STATEMENTS





APRIL 30, 2011


(Unaudited)








Note 1 - BASIS OF PRESENTATION





The accompanying unaudited interim financial statements of Health In Harmony Inc.. ("Health" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2010, as reported in the Form S-1, have been omitted.





These financial statements have been prepared on a going concern basis which assumes the Company will 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 existing cash on hand, loans from directors and/or issuance of common shares.





Note 2 – Related Party Transactions





The President of the Company provides 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.





During the year ended October 31, 2010, an amount of $10,000 was received in cash as an advance from the president of the Company.  The amount remains outstanding and is unsecured, non-interest bearing and has no specified terms of repayment.












































8


Item 2.Management’s Discussion and Analysis or Plan of Operations





The following discussion provides information that we believe is relevant to an assessment and understanding of the results of operations and financial condition of our company. It should be read in conjunction with the financial statements and accompanying notes.





Plan of Operation





Over the next twelve months we intend to market our wellness program, consisting of various physical and mental activities designed for use by the elderly, to resellers who would market and present the wellness program. The program’s goal is to keep the elderly physically active and mentally engaged and challenged. Resellers would be granted exclusive rights to market and present the wellness program in a specified geographical region. Resellers would be required to pay us a negotiated percentage of their revenues. Initially, we do not plan to charge upfront fees to the resellers for exclusive rights to geographical regions. Provided we gain market acceptance, we intend to charge a regional license fee to subsequent resellers. We expect the wellness program to be presented at independent wellness centers, community centers, centers for the elderly, nursing homes and assisted living homes.





Over the next twelve months we expect to require $120,000 in financing to commence our planned operations. Our current cash resources are insufficient to finance our planned expenditures. To successfully commence our planned operations we will need to raise approximately $90,000 in additional financing. We anticipate raising the funds through the sale of our common stock and further loans from our President. However, there are no assurances that we will be able to raise funds via either of these two options. Our ability to raise financing in the equity markets are uncertain as the equity markets, in recent years, have been depressed especially for start-up companies like ourselves. We expect that our President will extend further loans to us but she has no obligation or commitment to do so.





Results of Operations





Three-Month Period Ended April 30, 2011 and 2010





We did not earn any revenues during the three-month period ended April 30, 2011 (three-month period ended April 30, 2010: $Nil).





We incurred operating expenses in the amount of $2,632 for the three-month period ended April 30, 2011 (three-month period ended April 30, 2010: $3,000). These operating expenses, comprised of general and administration expenses of $(368) due to changes in estimates of expenses made in previous period (three-month period ended April 30, 2010: $Nil), donated rent of $1,500 (three-month period ended April 30, 2010: $1,500) and donated management fees of $1,500 (three-month period ended April 30, 2010: $1,500).





Six-Month Period Ended April 30, 2011 and 2010





We did not earn any revenues during the six-month period ended April 30, 2011 (six-month period ended April 30, 2010: $Nil).





We incurred operating expenses in the amount of $21,343 for the six-month period ended April 30, 2011 (six-month period ended April 30, 2010: $6,000). These operating expenses, comprised of general and administration expenses of $15,343 (six-month period ended April 30, 2010: $Nil), donated rent of $3,000 (six-month period ended April 30, 2010: $3,000) and donated management fees of $3,000 (six-month period ended April 30, 2010: $3,000).











9


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. 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 will use shares to compensate employees/consultants and independent contractors wherever possible.




We will incur ongoing expenses associated with professional fees for accounting, legal, and a host of other expenses for annual reports and proxy statements.  We estimate that these costs will range up to $30,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.  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.




We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate certain persons and/or firms providing services to us or with whom we do business, although there can be no assurances that we will be successful in any of those efforts.




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




Disclosure Controls and Procedures




Evaluation of Disclosure Controls





We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2010 fiscal year.  This evaluation was conducted with the participation of our chief executive officer and our principal accounting 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.






10


Conclusions





Based upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that, subject to the limitations noted above, 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.  There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.




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.




Limitations on the effectiveness of controls and procedures




Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.





PART II - OTHER INFORMATION





Item 1.Legal Proceedings





None.





Item 2.Unregistered Sales of Equity Securities and Use of Proceeds





There were no unregistered sales of equity securities during the three month period ended April 30, 2011.





Item 3.Defaults Upon Senior Securities





None.





Item 4.Submission of Matters to a Vote of Security Holders





None.





Item 5.Other Information





None.














11


Item 6.     Exhibits





(a)  The following documents are filed as part of this Report:





(1) Financial statements filed as part of this Report:





Balance Sheets as of April 30, 2011 and October 31, 2010 (Audited).





Statements of Operations for the three and six month periods ended April 30, 2011 and 2010 and the Period from March 26, 2008 (Inception) to April 30, 2011.





Statements of Cash Flows for the six month period ended April 30, 2011 and 2010 and the Period from March 26, 2008 (Inception) to April 30, 2011.





Notes to Financial Statements


(2) Exhibits filed as part of this Report:





ExhibitNumber
Description31.1
Certification of Chief Executive Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





(b)  Reports filed on Form 8-K during the quarter ended April 30, 2011:





None
































12


SIGNATURES





Pursuant to the requirements 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.





Date: May 16, 2011
Health in Harmony Inc.

(Registrant)/s/ Tammy DuPerronBy: Tammy DuPerronTitle:  President and Chief Executive Officer/s/ Tammy DuPerronBy: Tammy DuPerronChief Financial Officer

































































13