SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549

                    FORM 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended
                    December 31, 2001
   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 number 0-31403

         HARMONICA ACQUISITION CORPORATION
(Exact name of small business issuer in its charter)

       Delaware                         52-2257557
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

    1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices)  (zip code)

Issuer's Telephone Number:     202/387-5400


Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year.
                        $ 0.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days.
                        $ 0.

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 December 31, 2001
Common Stock, par value $0.0001                  1,000,000

Documents incorporated by reference:    None


                       PART I

Item 1.  Description of Business

     Harmonica Acquisition Corporation (the "Company") was
incorporated on March 24, 1999 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date other
than issuing shares to its original shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act.  The Company
will not restrict its search to any specific business, industry, or
geographical location and it may participate in a business venture of
virtually any kind or nature.  Management anticipates that it will be able
to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.

     The Company registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12(g) thereof.  The Company files
with the Securities and Exchange Commission periodic and current
reports under Rule 13(a) of the Exchange Act, including quarterly
reports on Form 10-QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company currently uses the
offices of management at no cost to the Company.  Management has
agreed to continue this arrangement until the Company completes a
business combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.

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

     No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year covered by this report.


                            PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's securities.

     Following a business combination, a target company will
normally wish to cause the Company's common stock to trade in one or
more United States securities markets.  The target company may elect to
take the steps required for such admission to quotation following the
business combination or at some later time.

     At such time as it qualifies, the Company may choose to apply
for quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation
service.  Unlike the Nasdaq Stock Market, companies cannot directly
apply to be quoted on the NASD OTC Bulletin Board, only market
makers can initiate quotes, and quoted companies do not have to meet
any quantitative financial requirements.  Any equity security of a
reporting company not listed on the Nasdaq Stock Market or on a
national securities exchange is eligible.

     As such time as it qualifies, the Company may choose to apply
for quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or
market capitalization of $50,000,000 or net income for two of the last
three years of $750,000; (ii) a public float of 1,000,000 shares with a
market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market
makers; (v) 300 shareholders and (vi) an operating history of one year
or, if less than one year, $50,000,000 in market capitalization.  For
continued listing on the Nasdaq SmallCap Market, a company must have
at least (i) net tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of $500,000;
(ii) a public float of 500,000 shares with a market value of $1,000,000;
(iii) a bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.

     In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market and less on the NASD OTC Bulletin Board.  It
is not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.

     During the past three years, the Company has sold securities
which were not registered as follows:

                                   NUMBER OF
DATE         NAME                  SHARES         CONSIDERATION

March 25,  Pierce Mill             1,000,000      $  100
1999        Associates, Inc. (1)

     (1)  Mr. Cassidy, the president and sole director of the Company,
is the sole director and shareholder of Pierce Mill Associates, Inc. and is
therefore considered to be the beneficial owner of the common stock of
the Company issued to it.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.
The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the "business
combination").  In most instances the target company will wish to
structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.  No assurances can be given that
the Company will be successful in locating or negotiating with any target
business.

     The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such
business may need to seek additional capital, may desire to have its
shares publicly traded, or may seek other perceived advantages which
the Company may offer.

     In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter.  If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination.  The
issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the
market value of the Company's securities in the future if such a market
develops, of which there is no assurance.

     The Company will participate in a business combination only
after the negotiation and execution of appropriate agreements.
Negotiations with a target company will likely focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for their shareholdings.  Although the terms of such
agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.  Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

     The Company has entered into an agreement with Rock Creek
Capital Corporation to supervise the search for target companies as
potential candidates for a business combination.  The agreement will
continue until such time as the Company has effected a business
combination.  Rock Creek Capital Corporation has agreed to pay all
expenses of the Company until such time as a business combination is
effected, without repayment.  James M. Cassidy, the sole officer and
director of the Company, is the sole officer, director and beneficial
shareholder of Rock Creek Capital Corporation.

     The Company does not anticipate expending funds itself for
locating a target company.  James M. Cassidy, the officer and director
of the Company, provides his services without charge or repayment.
The Company will not borrow any funds to make any payments to the
Company's management, its affiliates or associates.  If Rock Creek
Capital Corporation stops or becomes unable to continue to pay the
Company's operating expenses, the Company may not be able to timely
make its periodic reports required under the Exchange Act nor to
continue to search for an acquisition target.  In such event, the Company
would seek alternative sources of funds or services, primarily through
the issuance of its securities.

     Rock Creek Capital Corporation may only locate potential target
companies for the Company and is not authorized to enter into any
agreement with a potential target company binding the Company.  Rock
Creek Capital Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment
for such assistance from target companies. The agreement with Rock
Creek Capital Corporation is not exclusive and the Company may enter
into similar agreements with other persons or entities.

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek a business combination with any
entity in which the Company's officer, director, shareholders or any
affiliate or associate serves as an officer or director or holds any
ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2001
are attached to this filing.

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.

                      PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the
          Exchange Act

     The Directors and Officers of the Company are as follows:

Name                Age            Positions and Offices Held
      -----------------                      -----------
James M. Cassidy    66             President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-named
officer and director is not acting on behalf of nor will act at the direction
of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience during
at least the last five years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic University
School of Law in 1963, and a Master of Laws in Taxation from The
Georgetown University School of Law in 1968. From 1963-1964, Mr.
Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From 1964-
1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller of
the United States Court of Appeals for the District of Columbia.  From
1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy,
Washington, D.C.  From 1975 to date, Mr. Cassidy has been a principal
in the law firm of Cassidy & Associates, Washington, D.C. and its
predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy is a member of the bars of the
District of Columbia and the State of New York and is admitted to
practice before the United States Tax Court and the United States
Supreme Court.

     On June 4, 2001, without admitting or denying any wrongdoing,
James M. Cassidy, the sole director and executive officer of the
Company, and TPG Capital Corporation, a corporation controlled by
Mr. Cassidy, consented to the issuance of an order by the Securities and
Exchange Commission to cease and desist from committing or causing
any violation and any future violation of Section 10(b) of the Securities
Exchange Act of 1934 ("1934 Act") and Rule 10b-5 thereunder and
from causing any violation and future violation of Section 13(a) of the
1934 Act and Rules 13a-13 and 12b-20 thereunder in connection with
arranging reverse mergers between reporting companies that they
controlled and issuers facing possible delisting from the NASD OTC
Bulletin Board.

     Specifically, the Securities and Exchange Commission said that
Mr. Cassidy and TPG had filed amended registration statements for five
reporting companies that wrongly stated that the companies were not
engaged at that time in negotiations with specific entities regarding a
possible business combination.  Three of these companies also filed
periodic reports under the 1934 Act, which the Securities and Exchange
Commission said wrongly stated that they were not engaged at that time
in merger negotiations.  TPG Capital Corporation also agreed to
consent, without admitting or denying any wrongdoing, to the payment
of a civil penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with
which Mr. Cassidy is affiliated also actively seeks a target company.  It
is anticipated that target companies will be located for the Company and
other similar companies in chronological order of the date of formation
of such companies or, in the case of companies formed on the same date,
alphabetically.  However, other companies may differ from the
Company in certain items such as place of incorporation, number of
shares and shareholders, working capital, types of authorized securities,
or other items.  It may be that a target company may be more suitable
for or may prefer a certain company formed after the Company.  In such
case, a business combination might be negotiated on behalf of the more
suitable or preferred similar company regardless of date of formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the
time of Mr. Cassidy which would detract from the amount of time he is
able to devote to the Company.  Mr. Cassidy intends to devote as much
time to the activities of the Company as required.  However, should such
a conflict arise, there is no assurance that Mr. Cassidy would not attend
to other matters prior to those of the Company.

     The terms of business combination may include such terms as
Mr. Cassidy remaining a director or officer of the Company and/or the
continuing securities or other legal work of the Company being handled
by the law firm of which Mr. Cassidy is the principal.  The terms of a
business combination may provide for a payment by cash or otherwise to
Pierce Mill Associates, Inc. by a target business for the purchase of all
or some of the common stock of the Company owned by Pierce Mill
Associates, Inc.  Mr. Cassidy would directly benefit from such
employment or payment. Such benefits may influence Mr. Cassidy's
choice of a target business.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which management or
promoters of the Company or any affiliates or associates have any
interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve conflicts
of interest in favor of the Company could result in liability of
management to the Company.  However, any attempt by shareholders to
enforce a liability of management to the Company would most likely be
prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past.  The officer and director is not
accruing any compensation pursuant to any agreement with the
Company.  However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the Company
and as a principal of Pierce Mill Associates, Inc. and Rock Creek
Capital Corporation.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company
for the benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2001, each
person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock and the director and officer of
the Company.  Except as noted, the holder thereof has sole voting and
investment power with respect to the shares shown.

     Name and Address              Amount of Beneficial    Percent of
     of Beneficial Owner                Ownership          Outstanding Stock


     Pierce Mill Associates, Inc.       1,000,000               100%
     1504 R Street, N.W.
     Washington, D.C. 20009

     James M. Cassidy(1)                 1,000,000              100%
     1504 R Street, N.W.
     Washington, D.C. 20009

     All Executive Officers and
     Directors as a Group
     (1 Person)                          1,000,000               100%

(1)  Mr. Cassidy is the sole director and shareholder of Pierce Mill
     Associates, Inc. and is therefore considered the beneficial owner
     of the shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 1,000,000
shares of common stock to the following entity for a total of $100 in
cash:

                                    NUMBER OF     TOTAL
NAME                                SHARES        CONSIDERATION

Pierce Mill Associates, Inc.        1,000,000        $  100

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger with any
entity in which the Company's officer, director or shareholder or their
affiliates or associates serve as officer or director or hold any ownership
interest.  Management is not aware of any circumstances under which
this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2001.


                     SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

                              HARMONICA ACQUISITION CORPORATION


                         By:   /s/ James M. Cassidy

                                   James M. Cassidy, President

Dated:  March 27, 2002


     Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

NAME                          OFFICE          DATE

/s/ James M. Cassidy          Director        March 27, 2002