UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION STATEMENT
Schedule 14f-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Health in Harmony, Inc.
(Exact name of registrant as specified in its corporate charter)
Commission File No.: 000-54632
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Nevada (State or other jurisdiction of Incorporation or Organization) | 98-0576696 (I.R.S. Employer Identification No.) |
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47 Sherwood Drive, Dalyellup, 6230 Western Australia (Address of Principal Executive Offices) |
Toll free (855) 640-1859
(Registrant’s telephone number, including area code)
11107-50th Avenue
Edmonton, Alberta, Canada T6H 0J1
(Former name or former address, if changed since last report)
July 25, 2012
HEALTH IN HARMONY, INC.
Schedule 14f-1
You are urged to read this information statement carefully and in its entirety. However, you are not required to take any action in connection with this information statement.
References throughout this information statement to “we”, “us”, and “our” are to Health in Harmony, Inc.
INTRODUCTION
This information statement is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 thereunder in connection with proposed changes in a majority of the membership of the board of directors of Health in Harmony, Inc. (the “Company”). The date of this information statement is July 25, 2012.
This information statement is being mailed to shareholders of record as of July 25, 2012 and filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2012.
On the tenth (10th) day after this Information Statement has been filed and distributed to shareholders, Health in Harmony, Inc., a Nevada corporation (the “Company”), plans to appoint the individual named herein to its Board of Directors. In connection therewith, Tammy DuPerron has tendered her resignation as the sole director of the board of the Company to be replaced by the individual named herein.
Additionally, on June 28, 2012, Tammy DuPerron resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company, and Susanna Janse Van Vuuren was elected as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.
No action is required by the shareholders of the Company in connection with this Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require the mailing to the Company’s shareholders of the information set forth in this Information Statement at least ten (10) days prior to the date a change in a majority of the Company’s directors occurs (otherwise than at a meeting of the Company’s shareholders).
THIS INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER IN CONNECTION WITH THE APPOINTMENT OF SUSANNA JANSE VAN VUUREN TO THE BOARD. NO ACTION IS REQUIRED BY OUR SHAREHOLDERS IN CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.
TRANSACTIONS
On June 28, 2012, Susanna Janse Van Vuuren (the “Purchaser”) entered into a Stock Purchase Agreement (the “Purchase”) with Tammy DuPerron (the “Seller”) pursuant to which the Seller sold 4,000,000 shares of Common Stock of Health in Harmony, Inc., a Nevada corporation (the “Company”), representing approximately 57.97% of the total issued and outstanding shares of Common Stock of the Company.
Upon the closing of the Purchase, the Purchaser acquired 4,000,000 shares of Common Stock, or approximately 57.97% of the issued and outstanding Common Stock and attained voting control of the Company.
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In connection with the Stock Purchase, Tammy DuPerron resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company, and Susanna Janse Van Vuuren was elected as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.
DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the state of Nevada on March 26, 2008. As of that date, we entered into an agreement with Tammy DuPerron, then our President, 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 is to keep the elderly physically active and mentally engaged and challenged. We intend to commence business operations by marketing the wellness program to resellers who would market and present the program in their communities. As of the date hereof, we have only entered into one sales agreement with a reseller.
VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On June 28, 2012, the Purchaser entered into the Stock Purchase with Seller pursuant to which the Seller sold an aggregate of 4,000,000 shares of Common Stock of the Company, representing approximately 57.97% of the total issued and outstanding shares of Common Stock of the Company.
Upon the closing of the Stock Purchase, the Purchaser acquired 4,000,000 shares of Common Stock, or approximately 57.97% of the issued and outstanding Common Stock and attained voting control of the Company.
We are presently authorized to issue 75,000,000 shares of common stock. As of June 28, 2012, there were 6,900,000 shares of Common Stock issued and outstanding. There are no issued or outstanding shares of preferred stock.
The following table sets forth certain information as of June 28, 2012 with respect to the beneficial ownership of the Company’s outstanding common stock by each person who is known by us to beneficially own 5% or more of our common stock. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
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Name of Beneficial Owner | Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned1 |
Susanna Janse Van Vuuren | 4,000,000 | 57.97% |
1Percentage ownership is based on an assumption of 6,900,000 shares of common stock outstanding as of June 28, 2012. There are no outstanding options, warrants or other securities convertible into our Common Stock.
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CHANGE OF CONTROL OF REGISTRANT
Pursuant to the Purchase Transaction and following the filing and distribution to shareholders of this Schedule 14f-1 Tammy DuPerron will resign from the Board and the following individual will become the Company’s sole officer and director:
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Name | | Age | | Position |
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Susanna Janse Van Vuuren | | 45 | | President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director |
Susanna Janse Van Vuuren
Susanna Janse Van Vuuren has been the President of the Company since June 28, 2012. She is the owner of a chain of hair and nail studios in Western Australia. From 1990 to the present Susanna Janse Van Vuuren has been an entrepreneur starting, building and selling various businesses in the health and beauty industry.
Prior to the Purchase Transaction, our sole officer and director was Tammy DuPerron. On June 28, 2012, Ms. DuPerron resigned from all offices held by her. Additionally, Tammy DuPerron tendered her resignation as director to be effective on the tenth day following the filing of this Information Statement with the SEC and the mailing of this Information Statement to our shareholders (the “Effective Date”). In connection with the Purchase Transaction, Tammy DuPerron appointed Ms. Susanna Janse Van Vuuren (“Incoming Director”) as sole director. The change in directors is expected to occur on the Effective Date. The Incoming Director was nominated by written consent.
The Incoming Director is not currently a director of, nor does she hold any position with us or has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. To the best of our knowledge, the Incoming Director has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years, except for matters that were dismissed without sanction or settlement, that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
Change of Address of Principal Executive Office of the Company
Effective June 28, 2012, the Company changed the location of its principal executive offices from 11107-50th Avenue, Edmonton, Alberta, Canada T6H 0J1 to 47 Sherwood Drive, Dalyellup, 6230, Western Australia and changed its telephone number from (780) 809-0611 to toll free (855) 640-1859.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company’s common stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Presently, none of the Company's current or resigning officers or directors has received or will receive any compensation for services rendered unto the Company. They all agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until the Company has generated revenues from operations. The Company currently has no funds available to pay officers or directors. Further, none of the officers or directors are accruing any compensation pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HEALTH IN HARMONY, INC. |
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July 25, 2012 | |
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| By:/s/ Susanna Janse Van Vuuren |
| Susanna Janse Van Vuuren |
| President and Chief Executive Officer |
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