ORANGEHOOK, INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - ORANGEHOOK, INC.	Financial_Report.xls
EX-31.1 - EXHIBIT311 - ORANGEHOOK, INC.	exhibit311.htm
EX-32.1 - EXHIBIT321 - ORANGEHOOK, INC.	exhibit321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2011

o	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 0-54249

____________________________

HARMONY METALS, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

27-1230588

(I.R.S. Employer Identification Number)

6538 Collins Avenue, Suite 476

Miami, Florida

(Address of principal executive offices)

33141

(Zip Code)

(501) 639-1909

(Issuer’s telephone number, including area code)

Not applicable

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 þ No o

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company þ

(Do not check if a smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class		Outstanding at August 15, 2011

Common Stock, par value $.001 per share		9,407,500 shares

Table of Contents

HARMONY METALS, INC.

TABLE OF CONTENTS

	PAGE

Part I Financial Information	2

Item 1. Financial Statements (unaudited)	2

Balance Sheets	2

Statements of Operations	3

Statements of Cash Flows	4

Notes to Financial Statements	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk	14

Item 4. Controls and Procedures	14

Part II Other Information	15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 5. Other Events	15

Item 6. Exhibits	15

Signatures	16
EX-31.1
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

HARMONY METALS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS



ASSETS
	June 30, 2011			September 30, 2010
	(Unaudited)			(Audited)
CURRENT ASSETS:
Cash and equivalents	$	73,542		$	9,639
Undeposited funds		19,000
Inventory		19,094			-

Total Current Assets		111,636			9,639

FIXED ASSETS:
Equipment, net		379			454

Total Assets	$	112,015		$	10,093


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable & accrued expenses	$	12,983		$	-

Total Liabilities		12,983			-

SHAREHOLDERS' EQUITY:
Preferred stock (15,000,000 authorized;
par value $.001; none issued and outstanding)	$	-			-
Common stock (100,000,000 shares authorized;
par value $.001; 10,407,500 issued and outstanding as of June 30, 2011; and
7,620,000 issued and outstanding as of September 30, 2010)		10,408			7,620
Additional paid in captal		101,804			7,292
Deficit accumulated during the development stage		(13,180	)		(4,819	)
Total Shareholders' Equity		99,032			10,093

Total Liabilities and Shareholders' Equity	$	112,015			10,093

The accompanying notes are an integral part of these financial statements.

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HARMONY METALS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS


	For the		For the		For the			For the period ended
	three month period ended		three month period ended		nine month period ended			October 19, 2009 (Inception)
	June 30, 2011		June 30, 2010		June 30, 2011			to June 30, 2010

Net Sales	$	19,000	$	4,750	$	31,520		$	4,750

Cost of Sales		2,111		2,500		2,111			2,500

Gross Profit		16,889		2,250		29,409			2,250

Expenses:
Depreciation		25		-		75			-
General and Administrative		10,951		-		37,695			-

Total Expenses		10,976		-		37,770			-

Net income (loss) before Income Taxes		5,913		2,250		(8,361	)		2,250

Provision for Income Taxes		-		-		-			-

Net income (loss)		5,913		2,250		(8,361	)		2,250

Basic and diluted net income (loss) per common share	$	**	$	**	$	**		$	**
** Less than .01
Weighted average number of common shares outstanding		8,908,833		500,000		8,046,452			470,472

The accompanying notes are an integral part of these financial statements.

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HARMONY METALS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

				For the
	For the nine month period ended			period ended October 19, 2009 (Inception)
	June 30, 2011			to June 30, 2010
OPERATING ACTIVITIES:
Net income (loss)	$	(8,361	)	$	2,250
Adjustments to reconcile net loss to net cash
used in operating activitities:
Depreciation		75			-
Increase in undeposited funds		(19,000	)
Increase in inventory		(19,094	)		-
Increase in accounts payable and accrued expenses		12,983			-

Net cash provided by (used in) operating activities		(33,397	)		2,250

INVESTING ACTIVITIES:
Increase in equipment		-			(500	)

FINANCING ACTIVITIES:
Repurchase of common stock		(200	)
Proceeds from issuance of common stock		97,500			500

Net cash provided by financing activities		97,300			500

NET INCREASE IN CASH		63,903			2,250

CASH BEGINNING BALANCE		9,639			-

CASH ENDING BALANCE	$	73,542		$	2,250

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

The accompanying notes are an integral part of these financial statements.

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HARMONY METALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the period October 19, 2009 (Inception) through September 30, 2010 were filed on January 19, 2011 with the Securities and Exchange Commission and are hereby referenced. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ended September 30, 2011.

NOTE 2 - DESCRIPTION OF BUSINESS

Description of Business

Harmony Metals, Inc., a Florida corporation (the “Company”, “we”, “us” and “our”), was incorporated on October 19, 2009, and conducts is operations through its sole operating subsidiary, Harmony Metals Designs, Inc., a Florida corporation, which was incorporated on June 17, 2010. Our company structure is set forth in the following chart:

HARMONY METALS, INC.,

a Florida corporation

HARMONY METALS DESIGNS, INC.

a Florida corporation

(100% Owned Subsidiary)

The Company designs and manufactures upscale jewelry for both men and women. The Company’s jewelry designs are inspired by nature and have an organic look and feel. The Company makes jewelry from recycled materials, where desirable, and uses manufacturing processes and chemicals that minimize the impact on the environment. The Company has designs for rings, pendants, bracelets and necklaces in platinum, gold and silver for both men and women and also sells precious metal collectibles. Our website is www.harmonymetalsdesigns.com. Our fiscal year end is September 30th.

Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company. The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principals in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its sole subsidiary. All material inter-company balances and transactions have been eliminated.

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Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s Plan to Continue as a Going Concern

Our ability to continue as a going concern is dependent upon our ability to generate profitable business operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities. To date, we have operated at a loss and remained in business through the issuance of shares of our common stock and generating revenues from our business activities. We will require a minimum of $75,000 of available capital over the next 18 months to cover our expenses and working capital needs. Management's plan to continue as a going concern is based on us obtaining additional capital resources through the sale of our jewelry and collectibles, private financings and/or loans from our shareholders on an as needed basis. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described above and eventually attaining profitable operations.

No Longer Development Stage Company

For the period from October 19, 2009 (inception) to June 30, 2011, the Company recognized revenues in the amount of $37,731. Accordingly, the Company's activities are no longer being accounted for as a “Development Stage Enterprise” as set forth in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”, which was previously Financial Accounting Standards Board Statement No. 7.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company has no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Inventories

Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of five years.

Advertising Costs

Advertising costs are expensed as incurred.

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Revenue Recognition

The Company recognizes revenue when:

·	Persuasive evidence of an arrangement exists;

·	Shipment has occurred;

·	Price is fixed or determinable; and

·	Collectibility is reasonably assured.

The Company closely follows the provisions of ASC 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. For the period from October 19, 2009 (inception) to June 30, 2011, the Company recognized revenues in the amount of $37,731. For the period from October 19, 2009 (inception) to August 15, 2011, the Company recognized revenues in the amount of $101,631.

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share”, which was previously Statement of Accounting Standards No. 128, "Earnings per Share (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

Income Taxes

The Company accounts for income taxes as outlined in ASC 740, “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

Subsequent Events

We evaluated subsequent events through the date and time our financial statements were issued.

NOTE 4 - EQUITY TRANSACTIONS

On November 3, 2009, the Company issued 500,000 shares of common stock to Sahej Holdings, Inc. for cash in the amount of $500.

On August 19, 2010, the Company issued 6,000,000 shares of common stock to Sahej Holdings, Inc. for cash in the amount of $11,108.

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NOTE 4 - EQUITY TRANSACTIONS (continued)

On September 22, 2010, the Company issued 1,000,000 shares of common stock to Patrick A. Norton, its former President and Chief Executive Officer, Treasurer, for cash in the amount of $2,950.

On September 30, 2010, the Company issued 120,000 shares of common stock to three directors for services rendered at a value of $354.

On April 22, 2011, the Company repurchased 40,000 shares of common stock of the Company issued to Roudy Ambroise, its former director, for a cash purchase price in the amount of Two Hundred Dollars ($200). As a result thereof, Mr. Ambroise no longer owns any shares of capital stock of the Company.

NOTE 5 – INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

	June 30,
	2011
Income tax expense (asset) at statutory rate	$	(4,481	)
Valuation allowance		4,481

Income tax expense per books	$	-0-

Net deferred tax assets consist of the following components as of:

	June 30,
	2011
NOL Carryover	$	13,180
Valuation allowance		(13,180	)

Net deferred tax asset	$	-0-

Due to the change in ownership provisions of the Tax Reform Act of 1986, our net operating loss carry forward for the period October 19, 2009, our inception, through June 30, 2011 was $13,180, and for federal income tax reporting purposes is subject to annual limitations. Should a change in our ownership occur, the net operating loss carry forward may be limited as to its use in future years.

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NOTE 6 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At June 30, 2011, the Company had no amounts in excess of the FDIC insured limit.

NOTE 7 – SUBSEQUENT EVENTS

On July 12, 2011, Patrick A. Norton resigned as a director of the Company. On the same date, the Company repurchased 1,000,000 shares of common stock of the Company issued to Patrick A. Norton, its former President and Chief Executive Officer, Treasurer, for a cash purchase price in the amount of Three Thousand Dollars ($3,000). As a result thereof, Mr. Norton no longer owns any shares of capital stock of the Company.

For the period from October 19, 2009 (inception) to August 15, 2011, the Company recognized revenues in the amount of $101,631.

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

The following discussion should be read in conjunction with (i) our audited financial statements for the period October 19, 2009, our inception, through September 30, 2010 and the related notes thereto; and (ii) the section entitled “Business” that appears elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We design and manufacture upscale jewelry for both men and women. Our jewelry designs are inspired by nature and have an organic look and feel. We make jewelry from recycled materials, where desirable, and use manufacturing processes and chemicals that minimize the impact on the environment. We have designs for rings, pendants, bracelets and necklaces in platinum, gold and silver for both men and women and also sell precious metal collectibles. Our fiscal year end is September 30th. Our website is www.harmonymetalsdesigns.com.

We were incorporated in the State of Florida on October 19, 2009, as a for-profit company. In April, 2010, we commenced providing our jewelry to the marketplace. For the period from October 19, 2009 (inception) to June 30, 2011, the Company recognized revenues in the amount of $37,731, and is no longer considered to be a development stage company.

We will require approximately $75,000 of available capital over the next 18 months to cover the expenses and the reporting and other compliance requirements involving being a public company, including transfer agent fees, investor relations and general office and administrative expenses.

The following table summarizes our milestones, projected and actual dates of completion and estimated budget allocation for implementing our business plan.

Milestones	Projected Dates of Completion and If Completed	Estimated Budget Allocation($)

Complete Jewelry Designs and Molds	Completed		̶

Complete Jewelry Collection Prototypes	Completed		̶

Complete Final Samples of Jewelry Collection	Completed		̶

Complete Website	Completed		̶

Engage Sales Agents and Distributors and Sign Territorial Agreements	March 2011		5,000

Select Contract Manufacturer	Completed		̶

Design Business Cards	Completed		̶

Additional Working Capital	0-18 Months		70,000

Total			75,000

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If adequate funds are not available, then our ability to grow our business and execute on our business plan may be significantly hindered. See “—Liquidity and Capital Resources” and “—Going Concern”.

Results of Operations for the Three Month Period Ended June 30, 2011 Compared to the Three Month Period Ended June 30, 2010

Revenues. The Company’s revenues for the three month period ended June 30, 2011 were $19,000 as compared to $4,750 for the three month period ended June 30, 2010, and the increase was due to the sale of higher priced items from our collection.

Gross Profit. The Company’s gross profit for the three month period ended June 30, 2011was $16,889 as compared to $2,250 for the three month period ended June 30, 2010, and the increase was due to the sale of higher margin items from our collection.

General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2011 were $10,951 as compared to $0 for the three month period ended June 30, 2010. General and administrative expenses consisted of expenses relating to being a public reporting company, including professional service fees for preparing our SEC reports, transfer agent fees and blue sky filing fees relating to the Company’s public offering.

Results of Operations for the Nine Month Period Ended June 30, 2011 Compared to the Period October 19, 2009 (Our Inception) to June 30, 2010

Revenues. The Company’s revenues for the nine month period ended June 30, 2011 were $31,520 as compared to $4,750 for the period October 19, 2009, our inception, to June 30, 2010, and the increase was due to the sale of higher priced items from our collection and providing jewelry design services.

Gross Profit. The Company’s gross profit for the nine month period ended June 30, 2011was $29,409 as compared to $2,250 for the period October 19, 2009, our inception, to June 30, 2010, and the increase was due to the sale of higher margin items from our collection and providing jewelry design services.

General and Administrative Expenses. General and administrative expenses for the nine month period ended June 30, 2011 were $37,695 as compared to $0 for the period October 19, 2009, our inception, to June 30, 2010. General and administrative expenses consisted of payroll expenses, expenses relating to being a public reporting company, including professional service fees for preparing our SEC reports, transfer agent fees and professional fees and blue sky fees relating to the Company’s public offering.

Cash Flows from Operating Activities

Net cash used in operating activities for the nine month period ended June 30, 2011 was $(33,397) as compared to net cash provided by operating activities in the amount of $2,250 for the period October 19, 2009, our inception, to June 30, 2010. Net cash used in operating activities increased mainly due to increased purchasing of inventory for resale.

Cash Flows from Investing Activities

Net cash flows from investing activities for the nine month period ended June 30, 2011 was $0 as compared to $500 for the period October 19, 2009, our inception, to June 30, 2010, which consisted of funds used to purchase furniture, equipment and tools.

Cash Flows from Financing Activities

Net cash flows from investing activities for the nine month period ended June 30, 2011 was $97,300 as compared to $500 for the period October 19, 2009, our inception, to June 30, 2010, and increased due to the capital raised in our public offering.

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Liquidity and Capital Resources

The following table sets forth our liquidity and capital resources as of June 30, 2011:

Cash and cash equivalents	$	73,542
Working capital		98,653
Total assets		112,015
Total liabilities		12,983
Total shareholders’ equity		99,032

Currently, our available cash is sufficient to allow us to execute our business plan. As of the date of this report, our current available funds are sufficient to continue maintaining our reporting status as a public company for the next 12 to 18 months. We currently have no external sources of liquidity, such as arrangements with banks or credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Going Concern

Our independent auditors have raised substantial doubt as to our ability to continue as a going concern, as expressed in its opinion on our audited financial statements for the period October 19, 2009, our inception, through September 30, 2010 and in Note 2 to the Company’s financial statements attached to this report. We commenced operations on October 19, 2009 and have realized minimal revenues and operated at a loss since inception. As of June 30, 2011, we had an accumulated deficit of ($13,180). Existing cash resources may not provide sufficient funds through the upcoming fiscal year, and the capital expenditures required to achieve planned principal operations may be substantial. These factors have led to our independent auditor’s conclusion that it has substantial doubt as to our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to generate profitable business operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities. To date, we have operated at a loss and remained in business through the issuance of shares of our common stock. We will require a minimum of $75,000 of available capital over the next 18 months to cover our expenses and working capital needs. Management's plan to continue as a going concern is based on us obtaining additional capital resources through the sale of our jewelry and collectibles, private financings and/or loans from our shareholders on an as needed basis. See “—Plan of Operations” and “—Liquidity and Capital Resources”.

Material Commitments

There were no material commitments for the period from October 19, 2009, our inception, through June 30, 2010 and the nine month period ended June 30, 2011.

Purchase of Furniture and Equipment

We purchased furniture, equipment and tools in the amount of $500 on April 12, 2010, which we need to design and manufacture jewelry and lifestyle accessories. We do not plan to make material expenditures on furniture, tools and equipment during the next 12 months.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents

We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. We have no cash equivalents.

Use of Estimates

Inventories

Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.

Revenue Recognition

We recognize revenue when:

·	Persuasive evidence of an arrangement exists;

·	Shipment has occurred;

·	Price is fixed or determinable; and

·	Collectibility is reasonably assured.

Earnings (Loss) Per Share

We compute earnings per share in accordance with Statement of Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period from October 19, 2009 (inception) through June 30, 2011.

Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

We consider that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

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Recent Accounting Pronouncements

We have adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on our financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are not subject to risks related to foreign currency exchange rate fluctuations. Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) were effective as of September 30, 2010 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2011, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

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

On February 7, 2011, the Company commenced its public offering pursuant to the Form S-1 Registration Statement (Registration No. 333-170408). The public offering was terminated on May 19, 2011. The Company offered and sold in the public offering 9,750 shares of its Series A Convertible Preferred Stock, and all of such shares of Series A Convertible Preferred Stock have been converted into 2,827,500 shares of Common Stock of the Company. The public offering provided proceeds to the Company in the amount of $97,500. Since the completion of the offering through June 30, 2011, we have used proceeds in the amount of $10,976 for legal expenses ($2,500), auditing ($1,000), blue sky fees ($1,151), edgar printing ($710), transfer agent ($5,500) and miscellaneous ($115).

Item 5. Other Events

For the period from October 19, 2009 (inception) to August 15, 2011, the Company recognized revenues in the amount of $101,631.

Item 6. Exhibits

(a) Exhibits

Exhibit 31.1	302 Certification – Olivia G. Ruiz
Exhibit 32.1	906 Certification – Olivia G. Ruiz
EX-101	INSTANCE DOCUMENT
EX-101	SCHEMA DOCUMENT
EX-101	CALCULATION LINKBASE DOCUMENT
EX-101	LABELS LINKBASE DOCUMENT
EX-101	PRESENTATION LINKBASE DOCUMENT
EX-101	DEFINITION LINKBASE DOCUMENT

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Table of Contents

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.


	HARMONY METALS, INC.



DATE: August 18, 2011	By: /s/ Olivia G. Ruiz
	Olivia G. Ruiz
	Chief Executive Officer and Chief Financial Officer
	(Principal Accounting Officer and Authorized Officer)

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Table of Contents

Harmony Metals, Inc.

Index to Exhibits

Exhibit Number		Description

Exhibit 31.1		302 Certification – Olivia G. Ruiz
Exhibit 32.1		906 Certification – Olivia G. Ruiz
EX-101		INSTANCE DOCUMENT
EX-101		SCHEMA DOCUMENT
EX-101		CALCULATION LINKBASE DOCUMENT
EX-101		LABELS LINKBASE DOCUMENT
EX-101		PRESENTATION LINKBASE DOCUMENT
EX-101		DEFINITION LINKBASE DOCUMENT

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Attached files

ORANGEHOOK, INC. Reports

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