THC Therapeutics (THCT) 10-Q 2011 Q3 Quarterly report

UNITED STATES

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 1934
	For the quarterly period endedApril 30, 2011
[   ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number:333-145794

Harmonic Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	26-0164981
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

#406 - 917 85th Street SW, Suite 167, Calgary, Alberta, Canada

(Address of principal executive offices)

(403) 698-9477 

(Registrant’s telephone number)

__________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 [X] Yes [ ] 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer Accelerated filer	[ ] 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 Exchange Act). [X] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 54,724,119 as of September 20, 2011.

	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	(Removed and Reserved)	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheets as of April 30, 2011 and July 31, 2010 (unaudited);
F-2	Statements of Operations for the three and nine months ended April 30, 2011 and 2010 and period from May 1, 2007 (Inception) to April 30, 2011 (unaudited);
F-3	Statements of Stockholders’ Equity for period from May 1, 2007 (Inception) to April 30, 2011 (unaudited);
F-4	Statements of Cash Flows for the nine months ended April 30, 2011 and 2010 and period from May 1, 2007 (Inception) to April 30, 2011 (unaudited);
F-5	Notes to Financial Statements;

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2011 are not necessarily indicative of the results that can be expected for the full year.

3

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

As at April 30, 2011 and July 31, 2010 

ASSETS	April 30, 2011			July 31, 2010
Current Assets
Cash	$	0		$	10,983
Total Current Assets		0			10,983
TOTAL ASSETS	$	0		$	10,983
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accrued expenses	$	30,342		$	30,993
Accrued interest-related party		1,046			154
Note payable-related party		20,000			20,000
Total Liabilities		51,388			51,147
STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value, 100,000,000 shares authorized, 54,724,119  shares issued and outstanding		54,724			54,724
Additional paid in capital		27,711			27,711
Deficit accumulated during the development stage		(133,823	)		(122,599	)
Total Stockholders’ Deficit		(51,388	)		(40,164	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	0		$	10,983

See accompanying notes to financial statements.

F-1

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

Three months and nine months ended April 30, 2011 and April 30, 2010

For the period from May 1, 2007 (Date of Inception) through April 30, 2011

	Three months ended April 30, 2011			Three months ended April 30, 2010			Nine months ended April 30, 2011			Nine months ended April 30, 2010			Period from May 1, 2007 (Inception) to April 30, 2011
Revenues	$	0		$	0		$	0		$	0		$	200
General and administrative expenses:
Professional fees		1,000			1,637			9,382			72,780			205,407
Office and miscellaneous		93			0			950			0			5,108
Total general and administrative expenses		1,093			1,637			10,332			72,780			219,515
Loss from operations		(1,093	)		(1,637	)		(10,332	)		(72,780	)		(219,315	)
Other expenses
Gain on settlement of accrued expense		0			75,052			0			75,052			86,748
Interest expense		(300	)		0			(892	)		(47	)		(1,256	)
Total other  income (expense)		(300	)		75,052			(892	)		75,005			85,492
Net income ( loss) for the period		(1,393	)		73,415			(11,224	)		2,225			(133,823	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Weighted average shares outstanding:
Basic and diluted		54,724,119			22,934,104			54,724,119			22,931,404

See accompanying notes to financial statements.

F-2

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)

Period from May 1, 2007 (Date of Inception) through April 30, 2011

								Deficit
								accumulated
					Additional			during the
	Common stock				paid-in			development
	Shares		Amount		capital			stage			Total
Balance May 1, 2007		$		$			$			$
Contributed capital					300						300
Issuance of common stock for cash at $.001 per share	11,798,803		11,799		(7,799	)					4,000
Issuance of common stock for cash at $.004 per share	4,690,022		4,690		7,235						11,925
Net loss for the period	—		—		—			(153	)		(153	)
Balance, July 31, 2007	16,488,825		16,489		(264	)		(153	)		16,072
Net loss for the period	—		—		—			(15,709	)		(15,709	)
Balance, July 31, 2008	16,488,825		16,489		(264	)		(15,862	)		363
Net loss for the period	—		—		—			(68,873	)		(68,873	)
Balance, July 31, 2009	16,488,825		16,489		(264	)		(84,735	)		(68,510	)
Conversion of shareholder loan and accrued interest to contributed capital					1,210						1,210
Common shares issued	38,235,294		38,235		26,765						65,000
Net loss for the period	—		—		—			(37,864	)		(37,864	)
Balance, July 31, 2010	54,724,119		54,724		27,711			(122,599	)		(40,164	)
Net loss for the period	—		—		—			(11,224	)		(11,224	)
Balance, April 30,2011	54,724,119	$	54,724	$	27,711		$	(133,823	)	$	(51,388	)

See accompanying notes to financial statements.

F-3

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

Nine months ended April 30, 2011 and April 30, 2010

For the period from May 1, 2007 (Date of Inception) through April 30, 2011

	Nine Months Ended April 30, 2011			Nine Months Ended April 30, 2010			Period from May 1, 2007 (Inception) to April 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) and comprehensive loss	$	(11,224	)	$	2,225		$	(133,823	)
Change in non-cash working capital items Conversion of related party accrued interest		0			0			210
Gain on settlement of debt					75,052			(86,748	)
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		(651	)		(144,125	)		117,090
Increase in accrued interest-related party		892			0			1,046
CASH FLOWS USED IN OPERATING ACTIVITIES		(10,983	)		(66,848	)		(102,225	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		0			65,000			81,225
Proceeds from note payable-related party		0			210			21,000
CASH FLOWS FROM FINANCING ACTIVITIES		0			65,210			102,225
NET INCREASE (DECREASE) IN CASH		(10,983	)		(1,638	)		0
Cash, beginning of period		10,983			1,638			0
Cash, end of period	$	0		$	0		$	0
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
NON-CASH FINANCING ACTIVITIES
Contributed capital	$	-			(1,210	)

See accompanying notes to financial statements.

F-4

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2011

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Harmonic Energy, Inc. (the Company), formerly known as Aviation Surveillance Systems, Inc. and Fairytale Ventures, Inc., was incorporated in the State of Nevada on May 1, 2007.  The Company is currently seeking to acquire oil and gas prospects and/or producing oil and gas properties in the United States and internationally.  The Company has not realized significant revenues to date and therefore is classified as a development stage company.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The accompanying unaudited interim financial statements 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 Form 10-K filed with the SEC as of and for the period ended July 31, 2010. the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The Company has adopted a July 31 fiscal year end.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and accrued interest – related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-5

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2011

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic (Loss) per Common Share

Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of April 30, 2011.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company has not incurred any advertising expense as of April 30, 2011 and 2010.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options. As of April 30, 2011, the Company has not issued any stock-based payments to its employees.

F-6

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2011

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

Harmonic Energy 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 2 – ACCRUED EXPENSES

Accrued expenses consisted of the following as of April 30, 2011 and July 31, 2010:

	April 30, 2011		July 31, 2010
Accrued legal fees	$	29,342	$	25,470
Accrued accounting and audit fees		1,000		4,473
Accrued filing fees		0		875
Accrued bank fees		0		175
Total Accrued Expenses	$	30,342	$	30,993

NOTE 3 – LOAN PAYABLE – RELATED PARTY

The Company had a loan of $1,000 outstanding to an officer as of July 31, 2009.  The loan was unsecured, due on demand with an interest rate of 8%.  The loan and accrued interest were converted to capital during the year ended July 31, 2010.  The total amount recorded as contributed capital was $1,210.  Interest expense on the above loan was $47 for the year ended July 31, 2010.

On June 14, 2010, the Company signed a promissory note for $20,000 with an officer.  The loan is due on June 14, 2011, bears 6% interest and is unsecured.  Interest expense on this loan was $300 and $892 for the three and nine months ended April 30, 2011.

NOTE 4 – PREFERRED AND COMMON STOCK

The Company has 10,000,000 preferred shares and 90,000,000 common shares of $0.001 par value stock authorized.

On May 14, 2007, the Company received $4,000 from its founders for 7,374,252 shares of its common stock. On June 22, 2007, the Company completed an unregistered private offering under the Securities Act of 1933, as amended, relying upon the exemption from registration

F-7

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2011

NOTE 4 – PREFERRED AND COMMON STOCK (CONTINUED)

afforded by Rule 504 of Regulation D promulgated there under.  The Company sold 2,931,265 shares of its $0.001 par value common stock at a price of $0.004 per share for $11,925 in cash.

On July 21, 2008, the Company’s shares of common stock were forward split on the basis of 1.84356289 shares for 1.

On May 1, 2009, the Company’s shares of common stock were forward split on the basis of 1.6 shares for 1. The forward stock split has been recognized in the Company’s financial statements on a retroactive basis.

On March 15, 2010, the Company sold 38,235,294 shares of common stock for total cash proceeds of $65,000.

As of January 31, 2011, the Company has 54,724,119 shares of common stock issued and outstanding.

NOTE 5 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $133,823 as of April 30, 2011.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

F-8

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2011

NOTE 6 – INCOME TAXES

As of April 30, 2011, the Company had net operating loss carry forwards of approximately $133,800 that may be available to reduce future years’ taxable income in various amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	2011			2010
Federal income tax benefits attributable to:
Current Operations	$	3,820		$	750
Less: valuation allowance		(3,820	)		(750	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	2011			2010
Deferred tax asset attributable to:
Net operating loss carryover	$	45,503			28,050
Less: valuation allowance		(45,503	)		(28,050	)
Net deferred tax asset	$	0		$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $133,800 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Harmonic Energy neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for this arrangement to continue.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

F-9

HARMONIC ENERGY, INC.

(formerly Aviation Surveillance Systems, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2011

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through July 5, 2011, the date these financial statements were issued, and has determined it does not have any material subsequent events to disclose.

F-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We are a Nevada corporation, formed May 1, 2007.  Currently, we do not have any active business operations. Our management is evaluating business opportunities in the area of oil and gas and is searching for promising oil and gas prospects and/or producing oil and gas properties in the United States and internationally.

Results of operations for the three and nine months ended April 30, 2011 and 2010, and for the period from May 1, 2007 (date of inception) through April 30, 2011.

We have not earned significant revenues since the inception of our business and we earned no revenues during the three and nine months ended April 30, 2011 and 2010.  We are presently in the development stage of our business and we can provide no assurance that we will produce significant revenues or, if revenues are earned, that we will be profitable.

We incurred net losses in the amount of $133,823 from our inception on May 1, 2007 through the period ending April 30, 2011.  During the three months ended April 30, 2011, we incurred operating expenses in the amount of $1,093, together with interest expense of $300, resulting in a net loss of $1,393. By comparison, we experienced operating expenses of $1,637, a gain on settlement of accrued expenses in the amount of $75,052, and a net income of $75,052 during the three months ended April 30, 2010. We incurred operating expenses of $10,332, interest expense of $892, and net losses in the amount of $11,224 during the nine months ended April 30, 2011. By comparison, we incurred operating expenses $72,780, interest expense of $47, gain on settlement of accrued expenses of $75,052, and a net income in the amount of $2,225 during the nine months ended April 30, 2010. Our operating expenses from inception through April 30, 2011 consisted primarily of general and administrative expenses.  Our losses are attributable to our operating expenses combined with a lack of significant revenues during our current stage of development.

4

Liquidity and Capital Resources

As of April 30, 2011, we had no current assets, no cash, and current liabilities of $51,388.  Thus, we had a working capital deficit of $51,388 as of April 30, 2011.

We have not established profitable operations and will be dependent upon obtaining financing to pursue a long-term business plan. We will require substantial additional financing in order to purchase, fund and to undertake any oil and gas exploration and development activities or to acquire any oil and gas project. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Off Balance Sheet Arrangements

As of April 30, 2011, there were no off balance sheet arrangements.

Going Concern

We have negative working capital, have incurred losses since inception, and not yet established a source of revenues. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

5

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, Dan Forigo. Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of April 30, 2011, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended April 30, 2011.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations 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 the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Removed and Reserved

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

7

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Harmonic Energy, Inc.
Date:	September 20, 2011
By:	/s/ Dan Forigo
Title:	Dan Forigo, Chief Executive Officer

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