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Fairytale Ventures Inc (ASUV) SEC Filing 10-K Annual report for the fiscal year ending Thursday, July 31, 2008

Harmonic Energy, Inc.

CIK: 1404935 Ticker: ASUV
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
 
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended  July 31, 2008
     
[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   
 
For the transition period from _________ to ________
   
 
Commission file number:  333-145794
 
Fairytale Ventures, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 26-0164981
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
7437 S. Eastern Ave., #307
Las Vegas, Nevada
 
89123-1538
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number:  702-885-3072
 
   
Securities registered under Section 12(b) of the Exchange Act:
 
   
Title of each class
Name of each exchange on which registered
none
not applicable
 
Securities registered under Section 12(g) of the Exchange Act:
 
Title of each class
Name of each exchange on which registered
none
not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]       No [X]

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 [X]       No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. Yes [  ]     No [X]
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X]

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

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $469,002.40

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  10,305,517 as of October 23, 2008.




   
Page
 
PART I
 
3
4
 
PART II
 
7
8
8
 
PART III
 
 
PART IV
 
 
 
 PART I

We are a Nevada corporation, formed May 1, 2007.

Our original plan of operations was to offer unique “princess” tea parties and other themed birthday parties and special event parties for children.  We planned to feature complete themed children’s parties, including food, costumes and props for the birthday child and guests, and other features and amenities. Our planned service was to be a mobile party service that would stage the events in our customers’ homes or other venues of their choice. Our business planned to begin operations in the Las Vegas, Nevada area. Upon establishing brand recognition for our unique, Fairytale Parties on-site children’s party service, we had hoped to expand our operations to other metropolitan areas through the use of a franchise affiliate system.

We planned to initially market the Fairytale Parties service to parents and families with children aged 3-12 in the greater Las Vegas area.  We envisioned a multi-faceted marketing plan using several channels to reach the target market for Fairytale Parties, including print advertising and radio.

Our goal was originally to begin generating a steady flow of sales in the Las Vegas area during the first and second quarters of our first full fiscal year.  The development of our operations has been severely delayed, however, by certain unexpected personal and professional constraints on the time of our sole officer, Anusha Kumar.  To date, Ms. Kumar has had insufficient available time to devote to the development of our business and we have been unable to identify or retain additional personnel who can assist her at a feasible cost.  As a result, the development of our business has been much slower than originally projected.  Due to our continuing difficulties as described above, we have begun to re-evaluate our plan of operations and to determine whether it continues to be workable as a practical and logistical matter.

Employees

We have no employees. We conduct our business through agreements with consultants and other independent third party vendors.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Subsidiaries

We have neither formed, nor purchased any subsidiaries since our incorporation.

Patents and Trademarks

We have registered the Fairytale PartiesTM trademark with the U.S. Patent and Trademark Office.

 
Government Regulation and Supervision

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally.  Management is unaware of any existing or probable governmental regulations which would materially affect our business.


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


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


We do not own or lease any real property.


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


No matters were submitted to a vote of the Company's shareholders during the fiscal year ended July 31, 2008.
 
 
PART II


Market Information

Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “FYTL.”

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending June 31, 2008
Quarter Ended
 
High $
 
Low $
June 30, 2008
  $ 0.16   $ 0.14
March 31, 2008
    n/a     n/a
December 31, 2007
    n/a     n/a
September 30, 2007
    n/a     n/a

The last sales price per share of our common stock was $0.16 on June 16, 2008.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of October 23, 2008, we had 10,305,517 shares of our common stock issued and outstanding, held by 30 shareholders of record.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course of business, or;

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation or incentive plans.

Recent Sales of Unregistered Securities

None.



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


Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Results of Operations for the years ended July 31, 2008 and 2007

We have not earned significant revenues since the inception of our business and we earned no revenues during the fiscal year ended July 31, 2008.  We incurred operating expenses and net losses in the amount of $8,490 for the year ended July 31, 2008.  We incurred operating expenses and net losses in the amount of $353 from our inception on May 1, 2007 through the fiscal year ended July 31, 2007.  We have incurred total net losses of $8,643 from inception through July 31, 2008.

Our losses are attributable to operating expenses together with a lack of any revenues.

Liquidity and Capital Resources

As of July 31, 2008, we had current assets in the amount of $9,075, consisting entirely of cash. Our current liabilities as of July 31, 2008, were $1,493. Thus, we had working capital of $7,582 as of July 31, 2008.

 
Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue future or expanded operations. We have incurred cumulative net losses of $8,643 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Purchase or Sale of Equipment

We do not expect to purchase or sell any plant or significant equipment.

Personnel

Ms. Anusha Kumar, our President, CEO, CFO and sole Director, is currently devoting approximately 1 to 5 hours per week to meet our needs.    We currently have no other employees.  We currently do not have specific plans to increase our number of employees.

Off Balance Sheet Arrangements

As of July 31, 2008, there were no off balance sheet arrangements.


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


See the financial statements annexed to this annual report.


No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending July 31, 2007.


Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the
 
 
Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2008. Based on their evaluation, they concluded that our disclosure controls and procedures were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of July 31, 2008.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.



None
PART III


The following information sets forth the names of our current directors and executive officers, their ages as of July 31, 2008 and their present positions.

Name
Age
Office(s)
Anusha Kumar
29
President, CEO, CFO, Treasurer, Secretary, Director

Set forth below is a brief description of the background and business experience of our executive officers and directors.

Anusha Kumar is our President, CEO, CFO, Secretary, Treasurer and sole director. As President, Ms. Kumar is responsible for the day-to-day management of the Company.

Ms. Kumar holds a B.A. in psychology from the University of Nevada, Las Vegas and is currently a practicing nurse.  Ms. Kumar has experience in the sales, childcare, banking, event planning, and administrative fields.  Immediately prior to undertaking nursing studies, Ms. Kumar worked in the children’s mental health field, performing youth counseling and behavioral intervention services for a private foster care agency.

Directors

Our bylaws authorize no less than one (1) director.  We currently have two Directors.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To  the best of our knowledge, during the past five years, none of the following  occurred  with  respect  to a present or former director, executive officer, or  employee: (1) any bankruptcy
 
 
petition filed by or against any business  of which such person was a general partner or executive officer either at  the  time  of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal  proceeding  or  being subject to a pending criminal proceeding  (excluding  traffic  violations and other minor offenses); (3) being subject  to  any order, judgment or decree, not subsequently reversed, suspended or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in  any  type of business, securities or banking activities; and (4) being found by  a  court  of  competent  jurisdiction  (in  a  civil action), the SEC or the Commodities  Futures  Trading  Commission  to  have  violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.  Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended June 30, 2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended June 30, 2008:

Name and principal position
Number of
late reports
Transactions not
timely reported
Known failures to
file a required form
Anusha Kumar
0
0
0

Code of Ethics

As of July 31, 2008, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended July 31, 2008 and 2007.
 
SUMMARY COMPENSATION TABLE
Name
and
principal
position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
Anusha Kumar,
CEO, CFO, President, Secretary-Treasurer, & Director
2008
2007
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

Narrative Disclosure to the Summary Compensation Table

We have not entered into any employment agreement or consulting agreement with our executive officers.  There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.  Our executive officers currently do not receive any cash or other compensation.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of July 31, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS
STOCK AWARDS
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
 (#)
Unexercisable
Equity
Incentive
 Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
 Price
 ($)
Option
Expiration
Date
Number
of
Shares
or Shares
of
Stock That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
 Plan
Awards:
 Number
of
Unearned
 Shares,
Shares or
Other
Rights
That Have
 Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
 Vested
(#)
Anush a Kumar
0
0
0
0
0
0
0
0
0

 
Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year.

DIRECTOR COMPENSATION
Name
Fees Earned or
Paid in
Cash
($)
Stock Awards
($)
Option Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Non-Qualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
Anusha Kumar
0
0
0
0
0
0
0

Narrative Disclosure to Compensation of Directors Table

We do not pay any compensation to our directors at this time.

Stock Option Plans

We have not adopted any stock option or incentive plans.


The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of October 23, 2008, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

 
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 10,305,517 Shares of Common Stock issued and outstanding as of October 15, 2008.
 
Title of Class
Name and address of beneficial owner
 
Number of Shares of Common Stock
Percentage of Common Stock (1)
Common Stock
Anusha Kumar
5155 West Tropicana, #1094
Las Vegas, Nevada 89103
7,374,252
71.56%
Common Stock
All Officers and Directors as a Group (one person)
7,374,252
71.56%
       
Common Stock
Other 5% Holders
None
None

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.


Except as provided below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

1.  
On July 27, 2007, the Company borrowed $1,000 from its President, Anusha Kumar, under the terms of a Promissory Note of the same date.  The Promissory Note payable to Ms. Kumar is due on July 31, 2009, accrues interest at 8% per annum until paid, and is unsecured.


Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended July 31
Audit Services
Audit Related Fees
Tax Fees
Other Fees
2008
$1,500
$0
$0
$0
2007
$4,900
$0
$0
$0
 
 
PART IV


Index to Financial Statements Required by Article 8 of Regulation S-X:




1  
Incorporated by reference to Registration Statement on Form SB-2 filed August 30, 2007.
 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Fairytale Ventures, Inc.

By:
/s/Anusha Kumar
 
Anusha Kumar
President, Chief Executive Officer,
Chief Financial Officer and sole Director
 
October  29, 2008

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:
/s/Anusha Kumar
 
Anusha Kumar
President, Chief Executive Officer,
Chief Financial Officer and sole Director
 
October  29, 2008
 
MOORE & ASSOCIATES, CHARTERED
           ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Fairytale Ventures, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Fairytale Ventures, Inc. (A Development Stage Company) as of July 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the year ended July 31, 2008, from inception on May 1, 2007 through July 31, 2007, and from inception on May 1, 2007 through July 31, 2008. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairytale Ventures, Inc. (A Development Stage Company) as of July 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the year ended July 31, 2008, from inception on May 1, 2007 through July 31, 2007, and from inception on May 1, 2007 through July 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the financial statements, the Company has accumulated deficit of $8,643 as of July 31, 2008, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
October 29, 2008

 2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
FAIRYTALE VENTURES, INC.
(A Development Stage Company)
 
ASSETS
     
 
July 31,
2008
 
July 31,
2007
       
       
CURRENT ASSETS
     
       
Cash
$ 9,075   $ 17,072
           
Total Current Assets
  9,075     17,072
           
TOTAL ASSETS
$ 9,075   $ 17,072
           
LIABILITIES AND STOCKHOLDERS' EQUITY
         
           
CURRENT LIABILITIES
         
           
Notes payable - related party
$ 1,000   $ 1,000
Accounts payable and accrued expenses
  493     -
           
Total Current Liabilities
  1,493     1,000
           
STOCKHOLDERS' EQUITY
         
           
Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding
  -     -
Common stock - $0.001 par value; 90,000,000 shares authorized; 10,305,517 shares issued and outstanding
  10,306     10,306
Additional paid-in capital
  5,919     5,919
Deficit accumulated during the development stage
  (8,643)     (153)
           
Total Stockholders' Equity
  7,582     16,072
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 9,075   $ 17,072
 
The accompanying notes are an integral part of these financial statements.
FAIRYTALE VENTURES, INC.
(A Development Stage Company)
 
 
 
For The Year Ended
July 31, 2008
 
From Inception
on May 1,
2007 Through
July 31, 2007
 
From Inception
on May 1,
2007 Through
July 31, 2008
           
REVENUES
$ -   $ 200   $ 200
COST OF GOODS SOLD
  -     -     -
GROSS MARGIN
  -     200     200
                 
OPERATING EXPENSES
               
                 
General and administrative
  8,410     353     8,763
                 
Total Operating Expenses
  8,410     353     8,763
                 
OTHER EXPENSES
               
                 
Interest Expense
  80     -     80
                 
NET LOSS BEFORE INCOME TAXES
  (8,490)     (353)     (8,643)
INCOME TAX EXPENSE
  -     -     -
                 
NET LOSS
$ (8,490)   $ (153)   $ (8,643)
                 
BASIC LOSS PER SHARE
$ (0)   $ (0.00)      
 
               
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  10,305,517     8,839,885      
 
The accompanying notes are a integral part of these financials statements.
FAIRYTALE VENTURES, INC.
(A Development Stage Company)
 
 
Common Stock
 
Additional
Paid-In
 
Accumulated
   
 
Shares
 
Amount
 
Capital
 
Deficit
 
Total
                   
Balance May 1, 2007
  -   $ -   $ -   $ -   $ -
                             
Contributed capital
  -     -     300     -     300
                             
Shares issued for cash at $0.001 per share on May 14, 2007
  7,374,252     7,374     (3,374)     -     4,000
                             
Shares issued for cash at $0.004 per share on June 22, 2007
  2,931,265     2,932     8,993     -     11,925
                             
Net loss from inception through July 31, 2007
  -     -     -     (153)     (153)
                             
Balance, July 31, 2007
  10,305,517     10,306     5,919     (153)     16,072
                             
Net loss for the year ended July 31, 2008
  -     -     -     (8,490)     (8,490)
                             
Balance, July 31, 2008
  10,305,517   $ 10,306   $ 5,919   $ (8,643)   $ 7,582
 
The accompanying notes are an integral part of these financial statements.
FAIRYTALE VENTURES, INC.
(A Development Stage Company)
 
 
For The Year Ended
July 31, 2008
 
From Inception
on May 1,
2007 Through
July 31, 2007
 
From Inception
on May 1,
2007 Through
July 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
         
           
Net loss
$ (8,490)   $ (153)   $ (8,643)
Adjustments to reconcile net loss to net cash used by operating activities:
               
Contributed expenses
               
Changes in operating assets and liabilities:
               
Increase (decrease) in accounts payable and accrued expenses
  493     -     493
                 
Net Cash Used by
               
   Operating Activities
  (7,997)     (153)     (8,150)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
  -     -     -
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Proceeds from common stock issued
  -     16,225     16,225
Increase in notes payable-related parties
  -     1,000     1,000
                 
Net Cash Provided by
               
   Financing Activities
  -     17,225     17,225
                 
NET DECREASE IN CASH
  (7,997)     17,072     9,075
                 
CASH AT BEGINNING OF PERIOD
  17,072     -     -
                 
CASH AT END OF PERIOD
$ 9,075   $ 17,072   $ 9,075
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
                 
CASH PAID FOR:
               
                 
Interest
$ -   $ -   $ -
Income Taxes
$ -   $ -   $ -
 
The accompanying notes are an integral part of these financial statements.
FAIRYTALE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
JULY 31, 2008 AND 2007
 
1.           Summary of Significant Accounting Policies
Nature of Business
Fairytale Ventures, Inc. (the Company) was incorporated in the State of Nevada on May 1, 2007. The Company is engaged in the principal business activity of providing on-location themed birthday parties and other special event parties for children. The Company has not realized significant revenues to date and therefore is classified as a development stage company.

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

Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2008.
 
 
(Loss) 
(Numerator)
 
Shares 
(Denominator)
 
Basic (Loss) Per Share
Amount
For the Period Ended July 31, 2007
$ (153)   8,639,885   $ (0.00)
For the Year Ended July 31, 2008
$ (8,490)   10,305,517   $ (0.00)
 
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Comprehensive Income
The Company has no component of other comprehensive income. Accordingly, net income equals comprehensive income for the periods ended July 31, 2008 and 2007.

FAIRYTALE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2008 AND 2007


1.           Summary of Significant Accounting Policies (Continued)
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of July 31, 2008 and 2007.

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

Income Taxes
The Company provides for income taxes under 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. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

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 39% to the net loss before provision for income taxes for the following reasons:
 
 
July 31,
2008
 
July 31,
2007
Income tax expense at statutory rate $ 3,311   $ 52
Common stock issued for services   0     0
Valuation allowance   (3,311)     (52)
Income tax expense per books $ -0-   $ -0-

Net deferred tax assets consist of the following components as of:
 
 
July 31, 
2008
 
July 31
2007
 NOL Carryover $ 3,363   $ 52
 Valuation allowance    (3,363)     (52)
           
 Net deferred tax asset $ 0   $ 0
                                                                                                    
FAIRYTALE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2008 AND 2007

1.           Summary of Significant Accounting Policies (Continued)
Income Taxes (Continued)
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards $8,463 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Accounting Basis
The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a July 31 fiscal year end.

Inventory
The Company accounts for inventory of raw materials and finished goods on a cost basis.  The inventory is maintained on a first in- first out (FIFO) basis.

Stock-based compensation.
As of July 31, 2008, the Company has not issued any share-based payments to its employees.

The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.

Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of  premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no
 
FAIRYTALE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2008 AND 2007

 
1.           Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently

1.           Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

FAIRYTALE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2008 AND 2007

 
1.           Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
 
2.           COMMON STOCK
On May 14, 2007, the Company received $4,000 from its founders for 7,374,252 shares of its common stock. On June 22, 2007, the Company completed an unregistered private offering under the Securities Act of 1933, as amended, relying upon the exemption from registration afforded by Rule 504 of Regulation D promulgated there under.  The Company sold 2,931,265 shares of its $0.001 par value common stock at a price of $0.004 per share for $11,925 in cash.

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

3.           RELATED PARTY TRANSACTIONS
The Company has recorded expenses paid on its behalf of $300 by related parties as a contribution to capital.

The Company has a note payable to a shareholder for $1,000. The note payable is due on July 31, 2009, accrues interest at 8% per annum and is unsecured.

4.           GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $8,643 as of July 31, 2008.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
 
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
 

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Harmonic Energy, Inc. provided additional information to their SEC Filing as exhibits

Ticker: ASUV
CIK: 1404935
Form Type: 10-K Annual Report
Accession Number: 0000013156-08-000184
Submitted to the SEC: Wed Oct 29 2008 4:36:27 PM EST
Accepted by the SEC: Wed Oct 29 2008
Period: Thursday, July 31, 2008
Industry: Aircraft

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