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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
<TABLE>
<CAPTION>
<S>   <C>
(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 2002
      or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from_______to_________
</TABLE>

                         Commission file number 0-31403

                        HARMONICA ACQUISITION CORPORATION
             (Exact name of registrant as specified in its charter)


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

5 Erie Street, Garfield, NJ                                07026
----------------------------------------                   ------
(Address of principal executive offices)                 (zip code)

                                 (973) 253-6131
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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                 No   X
    -----               ---

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

Class                                  Outstanding at September 30, 2002
Common Stock,
par value $0.0001                      1,000,000

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        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        HARMONICA ACQUISITION CORPORATION
                          (A Development Stage Company)
                               As of June 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

ASSETS

<S>                                                                      <C>
Cash
                                                                          $ 100
                                                                          ------
TOTAL ASSETS
                                                                          $ 100
LIABILITIES AND STOCKHOLDER'S EQUITY
                                                                          ------
LIABILITIES
                                                                          $
                                                                          ------
STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,20,000,000
  shares authorized, none issued and outstanding
                                                                          ------
Common Stock, $.0001 par value, 100,000,000
   shares authorized, 1,000,000 issued and outstanding                      100
Additional paid-in capital                                                  535
Deficit accumulated during development stage                               (535)
                                                                          -----
Total Stockholder's Equity                                                  100
                                                                          -----
TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY                                                   $ 100

</TABLE>

                 See accompanying notes to financial statements




<PAGE>



                        HARMONICA ACQUISITION CORPORATION
                          (A Development Stage Company)
                             Statement of Operations
                                   (Unaudited)


                       For the nine        For the nine       March 24,1999
                       Months ended        Months ended       (Inception)to
                       September 30,2002   September 30,2001  September 30,2002

Income                   $ --                  $ --              $   --

Expenses
  Organization expense     --                    --                 535
                         ------                ------            ------

Total expenses             --                    --                 535
                         ------                ------            ------
NET LOSS                   --                    --                (535)



                 See accompanying notes to financial statements


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                        HARMONICA ACQUISITION CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholder's Equity
                 For the Period From March 24, 1999 (Inception)
                              To September 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Deficit
                                                                           Accumulated
                                   Common Stock                Additional  During
                                   Issued                      Paid-In     Development
                                   Shares         Amount       Capital     Stage          Total
                                  ------------ ------------   ----------- -------------- --------
<S>                               <C>         <C>            <C>          <C>            <C>
Common Stock
  Issuance                        1,000,000   $     100   $    --     $    --      $     100

Fair value of
expenses contributed                   --          --           535        --            535

Net loss for the periods ended:

December 31, 1999                      --          --          --          (535)        (535)
December 31, 2000                      --          --          --          --           --
December 31, 2001                      --          --          --          --
September 30, 2002                     --          --          --          --
                                  ---------   ---------   ---------   ---------    ---------
BALANCE AT
September 30, 2002                1,000,000   $     100   $     535   $    (535)   $     100
</TABLE>



                 See accompanying notes to financial statements



<PAGE>



                        HARMONICA ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     January 1, 2002           January 1, 2001          March 24, 1999
                                            to                         to               (Inception) to
                                    September 30, 2002        September 30, 2001        September 30, 2002
                                    ------------------        ------------------        ------------------
<S>                                 <C>                        <C>                      <C>
CASH FLOWS FROM OPERATING
    ACTIVITIES:
Net loss                                  $--                       $--                     $(535)
 Adjustment to reconcile net
 loss to net cash
 used by operating activities

 Contributed expenses                      --                        --                       535

 Net cash used in operating
  activities                               --                        --                      --


CASH FLOWS FROM
 INVESTING ACTIVITIES                      --                        --                      --

CASH FLOWS FROM
  FINANCING  ACTIVITIES:

Proceeds from issuance of
 common stock                              --                        --                       100

Net cash provided by
 financing activities                      --                        --                       100

INCREASE IN CASH AND CASH
 EQUIVALENTS                               --                        --                       100
CASH AND CASH EQUIVALENTS
 BEGINNING OF PERIOD                        100                       100                    --

CASH AND CASH EQUIVALENTS
  END OF PERIOD                           $ 100                     $ 100                   $ 100

</TABLE>


            See accompanying notes to financial statement.



<PAGE>



NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Harmonica Acquisition Corporation (a development stage company) ("the Company")
was incorporated in Delaware on March 24, 1999 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business. At June 30, 2002, the
Company had not yet commenced any formal business operations, and all activity
to date relates to the Company's formation. The Company's fiscal year end is
December 31.

The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business.

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

(D) Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. There were no current or deferred income tax expense or benefits due to
the Company not having any material operations for the years ended December 31,
2001 and 2000.

(E) New Accounting Pronouncements

The Financial Accounting Standards Board has recently issued several new
Statements of Financial Accounting Standards. Statement No. 141, "Business
Combinations" supersedes APB Opinion 16


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and various related pronouncements. Pursuant to the new guidance in Statement
No. 141, all business combinations must be accounted for under the purchase
method of accounting; the pooling-of-interests method is no longer permitted.
SFAS 141 also establishes new rules concerning the recognition of goodwill and
other intangible assets arising in a purchase business combination and requires
disclosure of more information concerning a business combination in the period
in which it is completed. This statement is generally effective for business
combinations initiated on or after July 1, 2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes APB Opinion
17 and related interpretations. Statement No. 142 establishes new rules on
accounting for the acquisition of intangible assets not acquired in a business
combination and the manner in which goodwill and all other intangibles should be
accounted for subsequent to their initial recognition in a business combination
accounted for under SFAS No. 141. Under SFAS No. 142, intangible assets should
be recorded at fair value. Intangible assets with finite useful lives should be
amortized over such period and those with indefinite lives should not be
amortized. All intangible assets being amortized as well as those that are not,
are both subject to review for potential impairment under SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of". SFAS No. 142 also requires that goodwill arising in a business
combination should not be amortized but is subject to impairment testing at the
reporting unit level to which the goodwill was assigned to at the date of the
business combination. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001 and must be applied as of the beginning of such year to all
goodwill and other intangible assets that have already been recorded in the
balance sheet as of the first day in which SFAS No. 142 is initially applied,
regardless of when such assets were acquired. Goodwill acquired in a business
combination whose acquisition date is on or after July 1, 2001, should not be
amortized, but should be reviewed for impairment pursuant to SFAS No. 121, even
though SFAS No. 142 has not yet been adopted. However, previously acquired
goodwill should continue to be amortized until SFAS No. 142 is first adopted.

Statement No. 143 "Accounting for Asset Retirement Obligations" establishes
standards for the initial measurement and subsequent accounting for obligations
associated with the sale, abandonment, or other type of disposal of long-lived
tangible assets arising from the acquisition, construction, or development
and/or normal operation of such assets. SFAS No. 143 is effective for fiscal
years beginning after June 15, 2002, with earlier application encouraged.

The adoption of these pronouncements will not have a material effect on the
Company's financial position or results of operations.

NOTE 2      STOCKHOLDER'S EQUITY

(A) Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.

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(B) Common Stock

The Company is authorized to issue 100,000,000 shares of common stock at $.0001
par value. The Company issued 1,000,000 shares of its common stock to Pierce
Mill Associates, Inc. pursuant to Section 4(2) of the Securities Act of 1933 for
an aggregate consideration of $100.

(C) Additional Paid-In Capital

Additional paid-in capital at June 30, 2002 represents the fair value of the
amount of organization and professional costs incurred by related parties on
behalf of the Company (See Note 3).

NOTE 3      AGREEMENT

On April 1, 1999, the Company signed an agreement with Rock Creek Capital
Corporation ("Rock Creek"), a related entity (See Note 4). The Agreement calls
for Rock Creek to provide the following services, without reimbursement from the
Company, until the Company enters into a business combination as described in
Note 1(A):

 1. Preparation and filing of required documents with the Securities and
Exchange Commission. 2. Location and review of potential target companies. 3.
Payment of all corporate, organizational, and other costs incurred by the
Company.

NOTE 4      RELATED PARTIES

Legal counsel to the Company is a firm owned by a director of the Company who
also owns 100% of the outstanding stock of Pierce Mill Associates, Inc. and Rock
Creek (See Note 3).

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

     The Company was formed to locate and negotiate with a business entity for
the combination of that target company with the Company. A 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.

<PAGE>

     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 as part of the business combination or at specified
times thereafter.

     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.

        PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

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     There are no reports required to be filed with this quarterly report.

     (b) Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during the quarter.


                                   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.



HARMONICA ACQUISITION CORPORATION

By:   /S/ SAMUEL SERRITELLA
      --------------------------
          President

Dated: June 11, 2003


                                  CERTIFICATION



     By execution below, the Chief Executive Officer and the Chief Financial
Officer hereby certify that the Quarterly Report on Form 10-QSB for the period
ending June 30, 2002, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and the information contained in
such periodic report fairly presents, in all material respects, the financial
condition and results of operations of the registrant.



            By: /S/ SAMUEL SERRITELLA
                ---------------------------
                    Chief Executive Officer
                    Dated: June 11, 2003


            By: /S/
                --------------------------
                   Chief Financial Officer
                   Dated: June 11, 2003

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