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Harp & Eagle Ltd · 10QSB · For 3/31/02

Filed On 9/17/02 2:04pm ET · SEC File 0-33353 · Accession Number 950134-2-11362

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/17/02  Harp & Eagle Ltd                  10QSB       3/31/02    2:17                                     Bowne of Dallas I..01/FA

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Form 10-Q for Quarter Ending March 31, 2002           16     62K 
 2: EX-99.1     Certifications of Ceo and Cfo - Section 906            1      6K

10QSB · Form 10-Q for Quarter Ending March 31, 2002
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities and Use of Proceeds Exhibits and Reports on Form 8-K Financial Statements (Unaudited) Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information
1	1st Page
2	Item 1. Financial Statements (Unaudited)
11	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
13	Item 2. Changes in Securities and Use of Proceeds
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

10QSB 1st Page of 16 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







 As filed with the Securities and Exchange Commission on September 17, 2002.
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-QSB
(Mark One) [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF             
 THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
 THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to               
                                ---------------    ---------------

 COMMISSION FILE NO. 0-33353

HARP & EAGLE, LTD.
 (Exact name of small business issuer as specified in its charter)

       WISCONSIN                                    39-1980178
(State or other jurisdiction of                      (I.R.S. Employer 
  incorporation or organization)                    Identification Number)

1234 NORTH ASTOR STREET                                       
MILWAUKEE, WISCONSIN                                53202   
(Address of principal executive offices)                   (Zip Code)         

(414) 272-5273
(Issuer's telephone number, including area code)

NOT APPLICABLE
(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.                                              

Yes [X] No [ ]

As of August 31, 2002, 717,766 shares of the small business issuer's
common stock, par value $0.0001 per share, were outstanding.

 Transitional Small Business Disclosure Format (Check One:) Yes [ ] No [X]

================================================================================

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 PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                                       

Consolidated Balance Sheets                         

Consolidated Statements of Operations               

      Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows               

Notes to Consolidated Financial Statements          

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 HARP & EAGLE, LTD. AND SUBSIDIARIES

 Consolidated Balance Sheets

                                                        [Enlarge/Download Table]

                                                              (Unaudited)                    
                                                            March 31, 2002  December 31, 2001
                                                            --------------  -----------------
                                                                                             
        ASSETS                                                                               
        ------                                                                               
Current assets                                                                               
--------------                                                                               
    Cash and cash equivalents                                   $  119,065         $  105,383
    Accounts receivable                                              4,977              3,639
    Due from related party                                          33,502             16,883
    Inventory                                                       11,247             11,925
    Prepaid expenses                                                57,087             25,106
                                                                ----------         ----------

Total current assets                                               225,878            162,936
                                                                ----------         ----------

Property and equipment                                                                       
----------------------                                                                       
    Land                                                           194,256            218,750
    Buildings and improvements                                   1,118,158          1,006,709
    Furniture, fixtures and equipment                              264,759            351,448
                                                                ----------         ----------

                                                                 1,577,173          1,576,907
    Less accumulated depreciation                                  176,565            160,255
                                                                ----------         ----------

Net property and equipment                                       1,400,608          1,416,652
                                                                ----------         ----------

Other assets                                                                                 
------------                                                                                 
    Goodwill, net of accumulated amortization of $3,319 at                                   
      March 31, 2002 and $3,101 at December 31, 2001                14,119             14,337
    Amounts receivable from shareholder                             19,411             19,411
    Costs of issuing stock                                         207,896            201,396
    Deferred tax asset                                              22,000             25,000
    Investment in affiliated company                               326,300            326,300
                                                                ----------         ----------

Total other assets                                                 589,726            586,444
                                                                ----------         ----------

                                                                $2,216,212         $2,166,032
                                                                ==========         ==========

See notes to consolidated financial statements.                                 

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                                                                [Download Table]

                                              (Unaudited)                       
        LIABILITIES AND                      March 31, 2002   December 31, 2001 
        ---------------                      --------------   ----------------- 
          STOCKHOLDERS' EQUITY                                                  
          --------------------                                                  
                                                                                
Current liabilities                                                             
-------------------                                                             
    Bank overdraft                              $    22,356         $    25,224 
    Notes payable - related parties                 112,700             112,700 
    Notes payable - other                            33,000              33,000 
    Current maturities of long-term debt            370,661             371,252 
    Accounts payable                                 63,572             127,686 
    Accrued liabilities:                                                        
      Interest                                       19,075              17,135 
      Other                                          49,187              71,420 
    Customer deposits                               273,062             123,134 
                                                -----------         ----------- 

Total current liabilities                           943,613             881,551 

Long-term debt, less current maturities             490,038             508,102 
                                                -----------         ----------- 

Total liabilities                                 1,433,651           1,389,653 
                                                -----------         ----------- 

Commitments and contingencies                                                   

Stockholders' equity                                                            
--------------------                                                            
    Preferred stock                                    --                  --   
    Common stock                                        195                 195 
    Additional paid-in capital                    1,185,175           1,185,175 
    Accumulated deficit                            (203,037)           (212,556)
    Foreign currency translation adjustment        (199,772)           (196,435)
                                                -----------         ----------- 

Total stockholders' equity                          782,561             776,379 
                                                -----------         ----------- 

                                                $ 2,216,212         $ 2,166,032 
                                                ===========         =========== 

See notes to consolidated financial statements.                                 

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 HARP & EAGLE, LTD. AND SUBSIDIARIES

 Consolidated Statements of Operations

                                                                [Download Table]

                                                             (Unaudited)          
                                                    Three months ended March 31,  
                                                     2002                  2001   
                                                     ----                  ----   

                                                                                  
Sales                                             $ 251,933             $ 209,497 

Cost of sales                                        44,258                21,674 

Operating expenses                                  188,242               187,586 
                                                  ---------             --------- 

Income from operations                               19,433                   237 
                                                  ---------             --------- 

Other income (expense)                                                            
----------------------                                                            
    Interest income                                     451                 3,345 
    Interest expense                                 (7,365)              (16,711)
                                                  ---------             --------- 

Other expense, net                                   (6,914)              (13,366)
                                                  ---------             --------- 

Income (loss) before provision  for income taxes     12,519               (13,129)

Income tax expense (benefit)                          3,000                (3,500)
                                                  ---------             --------- 

Net income (loss)                                 $   9,519             $  (9,629)
                                                  =========             ========= 

Net income (loss) per common                                                      
    share                                         $    0.01             $   (0.02)

See notes to consolidated financial statements.                                 

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 HARP & EAGLE, LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

                                                                [Download Table]

                                                             Common            
                                               Preferred     Shares     Common 
                                                 Stock    Outstanding    Stock 
                                                 -----    -----------    ----- 

                                                                               
Balance December 31, 2001                      $     --       649,661  $    195

    Comprehensive income:                                                      
      Net income                                     --          --        --  
      Foreign currency translation adjustment        --          --        --  
                                               --------      --------  --------
    Total comprehensive income                                                 

Balance March 31, 2002                         $     --       649,661  $    195
                                               ========      ========  ========

Common stock - par value of $.0003; 10,000,000 shares authorized, 649,661 shares
issued and outstanding.                                                     
Preferred stock - 2,000,000 shares authorized, no shares have been issued.      

See notes to consolidated financial statements.                                 

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                                                                [Download Table]

                                         Accumulated              
Additional      Stock                       Other                 
 Paid-In    Subscriptions  Accumulated  Comprehensive             
 Capital      Receivable     Deficit         Loss         Total   
 -------      ----------     -------         ----         -----   
                                                                  
$1,185,175    $      --    $ (212,556)    $ (196,435)  $  776,379 
                                                       ---------- 

      --             --         9,519                  $    9,519 
      --             --          --           (3,337)      (3,337)
----------    ---------    ----------     ----------   ---------- 
                                                            6,182 
                                                       ---------- 

$1,185,175    $      --    $ (203,037)    $ (199,772)  $  782,561 
==========    =========    ==========     ==========   ========== 

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 HARP & EAGLE, LTD. AND SUBSIDIARIES

 Consolidated Statements of Cash Flows

                                                        [Enlarge/Download Table]

                                                                   (Unaudited)           
                                                         Three months ended March 31,    
                                                         2002                     2001   
                                                         ----                     ----   
                                                                                         
Operating activities                                                                     
--------------------                                                                     
    Net income (loss)                                  $   9,519               $  (9,629)
    Adjustments to reconcile net income (loss) to net                                    
      cash provided by operating activities:                                             
      Amortization of goodwill                               218                     291 
      Depreciation                                        16,044                  16,268 
      Deferred tax expense (benefit)                       3,000                  (3,500)
      Decrease (increase) in:                                                            
        Accounts receivable                               (1,338)                (14,126)
        Inventory                                            678                  (5,735)
        Prepaid expenses                                 (31,981)                (32,592)
      Increase (decrease) in:                                                            
        Bank overdraft                                    (2,868)                (10,923)
        Accounts payable                                 (64,114)                 (4,847)
        Accrued liabilities                              (20,293)                (57,703)
        Customer deposits                                149,928                 139,327 
                                                       ---------               --------- 

Net cash provided by operating activities                 58,793                  16,831 
                                                       ---------               --------- 

Investing activities                                                                     
--------------------                                                                     
    Purchases of property and                                                            
      equipment                                             --                   (43,643)
    Increase in amounts receivable                                                       
      from shareholder                                   (16,619)                   --   
                                                       ---------               --------- 

Net cash used for investing activities                   (16,619)                (43,643)
                                                       ---------               --------- 

See notes to consolidated financial statements.                         

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 HARP & EAGLE, LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows, Continued

                                                                [Download Table]

                                                     (Unaudited)             
                                             Three months ended March 31,    
                                          2002                         2001  
                                          ----                         ----  
                                                                             
Financing activities                                                         
--------------------                                                         
    Proceeds from long term debt       $    --                     $  39,903 
    Retirement of long term debt         (18,655)                    (54,488)
    Costs of issuing stock                (6,500)                    (21,041)
                                       ---------                   --------- 

Net cash used by financing activities    (25,155)                    (35,626)
                                       ---------                   --------- 

Effect of exchange rate changes                                              
    on cash                               (3,337)                     50,810 
                                       ---------                   --------- 

Cash and cash equivalents                                                    
    Net increase (decrease)               13,682                     (11,628)
    Beginning of period                  105,383                     260,485 
                                       ---------                   --------- 

    End of period                      $ 119,065                   $ 248,857 
                                       =========                   ========= 

Supplemental cash flow information                                           
----------------------------------                                           
    Cash paid for interest             $   5,425                      17,575 

    Cash paid for taxes                $    --                     $    --   


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 HARP & EAGLE, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 -- Basis of presentation                                                 

In management's opinion, the financial information, which is unaudited, reflects
all adjustments (consisting of normal recurring adjustments) necessary for a    
fair presentation of the financial information as of and for the three month    
periods ended March 31, 2002 and 2001, in conformity with accounting principles 
generally accepted in the United States of America. The financial statements    
include the accounts of Harp & Eagle, Ltd. (Company), was formed in September   
1999 under the laws of the state of Wisconsin for the purpose of acquiring all  
of the issued and outstanding common stock of Castledaly Acquisition Corporation
(Castledaly). In 2000, the Company acquired approximately 63% of the outstanding
common stock of Castledaly in a series of transactions. The acquisition of      
Castledaly has been accounted for in a manner similar to a pooling of interest  
since it was acquired from a company under joint control and common management. 
In 2001, the Company acquired the remaining 37% ownership interest of           
Castledaly. Castledaly owns 100% of its subsidiary, Castledaly Manor Limited    
(Manor), which owns and operates an Irish manor house inn located in the village
of Castledaly, Ireland. Operating results for the three-month period ended March
31, 2002 are not necessarily indicative of the results that may be expected for 
future periods.                                                                 

The business of the Company, accounting policies followed, and other information
are contained in the notes to the consolidated financial statements for the     
Company as of and for the years ended December 31, 2001 and 2000, filed as part 
of the Company's annual report on Form 10-KSB. These consolidated financial     
statements should be read in conjunction with the annual consolidated financial 
statements.                                                                     

Note 2 - Earnings per share                                                     

Earnings per share has been computed based on the weighted average shares       
outstanding for the periods below:                                              

                                                        [Enlarge/Download Table]

                                                  Income (loss)     Shares        Per-Share  
                                                   (Numerator)   (Denominator)     Amount    
                                                   -----------   -------------     ------    
                                                                                             
Basic income (loss) per common share:                                                        
 Income (loss) available to common stockholders:                                             
         Three months ended March 31, 2002        $      9,519      649,661     $        .01 
                                                  ------------                  ============ 
         Three months ended March 31, 2001        $     (9,629)     504,339     $       (.02)
                                                  ------------                  ============ 

During December, 2000 the Company granted options to purchase approximately     
33,332 shares of common stock to four individuals, all of whom are officers,    
directors and/or employees of the Company. These options were granted pursuant  
to a plan adopted by the Company's board of directors. All of these options are 
exercisable for a period of ten years, at the price of $3.00 per share; however,
such options will not become fully vested and exercisable until July 1, 2007.   
The exercise price of these options was determined by the Company to reflect the
fair value of the common stock as of December 31, 2000. These options have been 
cancelled.                                                                      

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION            
AND RESULTS OF OPERATIONS                           

    You should read the following commentary in conjunction with the financial
statements and related notes contained elsewhere in this report.                

FORWARD-LOOKING STATEMENTS                                                      

     Certain information in this report, including the following discussion, may
include forward-looking statements within the meaning of Section 27A of the     
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  
We intend the disclosure in these sections and throughout this report on Form   
10-QSB to be covered by the safe harbor provisions for forward-looking          
statements. All statements regarding our expected financial position and        
operating results, business strategy, financing plans, and the outcome of any   
contingencies are forward-looking statements. These statements can sometimes by 
identified by our use of words such as "may", "believe", "plan", "will",        
"anticipate", "estimate", "expect", "intend", and other phrases of similar      
meaning. Known and unknown risks, uncertainties and other factors could cause   
the actual results to differ materially from those contemplated by the          
statements. Forward-looking information is based on various factors and was     
derived using numerous assumptions.                                             

BACKGROUND                                                                      

Our Castledaly Manor inn and restaurant facility, located on 37 acres 
outside of Athlone, in County Westmeath, Ireland, is housed in a renovated manor
house and stable blocks which were originally constructed as a working estate in
the early 18th Century. During 1997, a group of Wisconsin investors organized   
Castledaly Acquisition Corporation which purchased one-half of the outstanding  
"ordinary shares" of Castledaly Manor, Ltd., an Irish limited company; an Irish 
entrepreneur owned the balance. Castledaly Manor, Ltd. owns 100% of the equity  
in Castledaly Manor. An Irish limited company, which is comparable to a typical 
business corporation in the United States, provides limited liability to its    
shareholders; its equity shares, which are comparable to common stock, are      
referred to as "ordinary shares."                                               

    During 1999, Castledaly Acquisition Corporation acquired 100% ownership of
Castledaly Manor, Ltd. During 2000 and 2001, Harp & Eagle acquired all of the   
outstanding common stock of Castledaly Acquisition Corporation, thereby becoming
the sole owner of Castledaly Manor.                                             

Originally, Castledaly Manor had 11 rooms available for rent. Early in
2001, it expanded by renovation of the stable blocks behind the manor house,    
thereby adding an additional 12 guest rooms; with these additional rooms, the   
inn now has 23 guest rooms available for rent. We opened the new rooms for      
occupancy in April 2001.                                                        

RESULTS OF OPERATIONS                                                           

Sales and costs of sales                                                        

 Sales increased in the first quarter 2002 over the comparable period of
2001 from $209,497 to $251,933, an increase of $42,436, or 20%. Sales increased 
over the prior year due principally to the increased capacity of our facility,  
described above, and corresponding increased occupancy and patronage.           
Additionally, we increased the price of our rooms/tours and benefitted from     
additional travel volume generally, following the decline experienced in the    
aftermath of the September 11, 2001 attack on the World Trade Center.           

     We receive approximately 56% of our sales revenue from airline tickets, 33%
from room rentals, and 11% from food and beverage sales.                        

Cost of sales increased in the first quarter 2002 over the comparable 
period of 2001 from $21,674 to $44,258, due to increased costs associated with  
the greater capacity and increased usage described above.                       

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    As a result of increased sales revenues, offset somewhat by increased cost
of sales, gross profit increased $19,852, from $187,823 to $207,675, or 11%, for
the period ended March 31, 2002 as compared to the period ended March 31, 2001. 

Operating Expenses                                                              

 Our operating expenses remained substantially unchanged, growing in the
first quarter of 2002 over the comparable period in 2001 by only $656, or 0.3%, 
from $187,586 to $188,242. Generally, our operating expenses are comprised of   
62% for airline tickets (approximates our cost for such tickets), 27% for room  
rentals, 9% for food and beverage sales, and 2% for other miscellaneous         
expenses. Commencing as of April 1, 2001, the rentable-room capacity of         
Castledaly Manor more than doubled and sales increased, as described above.     
However, such revenue growth was not accompanied by comparable increases in     
costs, predominantly due to certain "economies of scale." The same number of    
employees as had been required to operate the pre-expansion Castledaly Manor    
were able to operate and maintain the enlarged facility in approximately the    
same amount of time at substantially equal cost, and our expenses associated    
with the operation of 11 rooms, principally wages of housekeeping personnel, did
not increase materially when we grew to 23 rooms.                               

Net Income                                                                      

Based on our improved occupancy rate and increased room/tour prices,  
described above, we achieved net income for the first quarter of 2002 of $9,519,
compared to a net loss of $9,629 for the comparable 2001 period, an increase of 
$19,148, or 199%.                                                               

Changes in Assets and Liabilities                                               

     Assets and liabilities remained substantially unchanged from March 31, 2001
to March 31, 2002, except for an increase in liabilities due principally to the 
increase in customer deposits from $123,134 at December 31, 2001 to $273,062 at 
March 31, 2002, an increase of $149,928, or 122%. We believe that such increase 
in customer deposits was due to factors described above, including our greater  
capacity at Castledaly Manor, the increase in our room and tour charges and the 
general improvement in travel-related business after the September 11 attack.   

FINANCIAL CONDITION                                                             

     Our principal source of liquidity from operations has been and remains cash
earnings from rental of hotel rooms, and food and liquor sales.                 

   To provide additional liquidity, we obtained a revolving term loan credit
facility from a U.S. commercial bank, under which we may borrow up to a maximum 
of $350,000 at a rate of interest equal to the prime rate plus 0.5%. Pursuant to
the current agreement, the lending commitment terminates April 30, 2002, and any
loan balance outstanding shall be paid on that date; however, we have not       
experienced difficulty in renewing and extending previous credit agreements and 
anticipate that the current agreement will be extended on acceptable terms.     
(Also see Part II, Item 5 of this report concerning the renewal of such credit  
facility subsequent to March 31, 2002 but prior to the filing date of this      
report.) Amounts outstanding under such credit facility are guaranteed by County
Clare, Ltd., a related party, and by a stockholder of Harp & Eagle. As of March 
31, 2002, approximately $338,117 was outstanding under this credit facility, all
of which we intend to repay with proceeds of our ongoing initial public         
offering, provided that the required 60,000-share minimum offering is sold on or
before April 11, 2002. (Also see Part II, Item 5 of this report concerning the  
sale of such minimum offering amount subsequent to March 31, 2002 but prior to  
the filing date of this report.) Following any such repayment, we may if we     
choose to do so, re-borrow up to $350,000 on the same terms described above.    

INFLATION AND OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS.                     

We have not been affected by inflation in the past, and do not expect 
inflation to have a significant effect on operations in the foreseeable future. 

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PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.                             

See Schedule A, attached.                                             

ITEM 5.  OTHER INFORMATION.                                                     

Subsequent Events.                                                    

   (a) Subsequent to March 31, 2002, but prior to the filing of this
report, the registrant completed the sale of the required 60,000-share minimum  
offering within the period provided under the terms of its initial public       
offering. The first disbursement of escrowed offering proceeds occurred on April
11, 2002, and the registrant's initial public offering remains ongoing as of the
filing date of this report.                                                     

   (b) Subsequent to March 31, 2002, but prior to the filing of this
report, the registrant secured the renewal of the credit facility provided by a 
commercial bank, as described under Part I, Item 2 of this report, on the same  
terms which existed prior to April 30, 2002.                                    

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                       

(a) Exhibits                                                          

Number                    Description                     

    99.1      Certification of Chief Executive Officer and 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 on Form 8-k                                               

     No reports on Form 8-K were filed during the quarter for which this
report is filed.                                                                

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.                                          

                                  HARP & EAGLE, LTD.

Dated: September 17, 2002        By:         /s/ CARY JAMES O'DWANNY            
                                    --------------------------------------------
                                    Cary James O'Dwanny, President and Treasurer
                                    (Principal Executive Officer
                                     and
                                    Principal Financial Officer)

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CERTIFICATIONS

I, Cary James O'Dwanny, certify that:                                 

  1. I have reviewed this quarterly report on Form 10-QSB of Harp & Eagle,
Ltd.;                                                                           

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements  
were made, not misleading with respect to the period covered by this quarterly  
report; and                                                                     

 3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material   
respects the financial condition, results of operations and cash flows of the   
registrant as of, and for, the periods presented in this quarterly report.      

4. *                                                                  

5. *                                                                  

6. *                                                                  

Date: September 17, 2002                                                        

                                         /S/ CARY JAMES O'DWANNY
                                         ---------------------------------------
                                        Cary James O'Dwanny,
                                         President (Chief Executive Officer)
                                         and Treasurer (Chief Financial Officer)

--------------                                                                  

*    Omitted pursuant to transition provisions described in Section V of        
Securities Act Release No. 33-8124.                                   

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                                                                      SCHEDULE A

HARP & EAGLE, LTD.

 FORM 10-QSB
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

Pursuant to Securities Act Rule 463, the following information (as    
identified in paragraphs (f)(2) through (f)(4) of Regulation S-B Item 701) is   
provided concerning the initial public offering ("Offering") of its common      
stock, par value $0.0001 per share ("Common Stock"), conducted by Harp & Eagle, 
Ltd. ("Company"), pursuant to a registration statement on Form SB-2 under the   
Securities Act of 1933 (File No. 333-55088), which initially became effective as
of December 11, 2001:                                                           

     (f)(2) through (f)(4)(i): The Offering commenced as of December 11,
2001, and remained ongoing as of March 31, 2002.              

      (f)(4)(ii):  The managing underwriter of the Offering is J.E. Liss &
       Company, Inc. d/b/a Liss Financial Services, of Milwaukee, Wisconsin.

       (f)(4)(iii) through (f)(4)(iv): 1,000,000 shares of Common Stock were
         registered on Form SB-2, all of which are included in the Offering; all
 such shares were registered for the account of the Company; the
         aggregate price of the Common Stock registered (calculated at $6.00 per
      share, the initial public offering price) was $6,000,000; during the
      period from December 11, 2001 through March 31, 2002, no shares were
    sold in the Offering inasmuch as the 60,000-share minimum offering
        requirement which must be met on or before April 11, 2002 had not been
satisfied as of that date.                                    

       (f)(4)(v): From December 11, 2001 through March 31, 2002, the Company
  incurred the following expenses in connection with the Offering:

                                                                [Download Table]
                                                                    
Legal and accounting fees and expenses               $      32,500 *
Other expenses                                                 400 *
                                                     -------------  
        Total expenses                               $      32,900 *
                                                     =============  

* Estimate                                                    

  Approximately $6,500 of the above expenses consisted of fees and
  expense reimbursements paid to Kranitz & Philipp, counsel to the
     Company. Richard A. Kranitz, a partner in Kranitz & Philipp, is the
         Secretary and a director of the Company. Apart from the foregoing, none
       of the above expenses were paid, directly or indirectly, to directors
   or officers of the Company, or to their affiliates, or to persons
     owning ten percent or more of any class of equity securities of the
Company, or to affiliates of the Company.                     

      (f)(4)(vi) through (f)(4)(vii): As noted above, the Company will not
   receive any proceeds of the Offering unless and until the minimum
         60,000-share minimum offering requirement is met on or before April 11,
2002. (See Part II, Item 5 of this report.)                   

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 INDEX TO EXHIBITS

Exhibit                                                   
Number               Description                          
------               -----------                          

    99.1      Certification of Chief Executive Officer and Chief
                    Financial Officer pursuant to 18 U.S.C. Section 1350, as
                     adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                            

Exhibit Index

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	12/31/00	10
	3/31/01	10	12
	4/1/01	12
	9/11/01	11
	12/11/01	15		SC 13D
	12/31/01	3	12	NT 10-K, 10KSB
For The Period Ended	3/31/02	1	15	NT 10-Q
	4/11/02	12	15
	4/30/02	12	13
	8/31/02	1
Filed On / Filed As Of	9/17/02	1	14
	7/1/07	10

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Harp & Eagle Ltd · 10QSB · For 3/31/02

Filed On 9/17/02 2:04pm ET · SEC File 0-33353 · Accession Number 950134-2-11362

Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

10QSB · Form 10-Q for Quarter Ending March 31, 2002Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

10QSB · Form 10-Q for Quarter Ending March 31, 2002
Document Table of Contents