THCT / THC Therapeutics, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

STOCK EXCHANGE RELEASE

EXHIBIT 99.1 STOCK EXCHANGE RELEASE THC Therapeutics, Inc. NEWS RELEASE THC Therapeutics, Inc. Announces Acquisition of SugarTop Buddery Ten-Year Legacy Brand Joins THCT Portfolio, Expanding National Craft Cannabis Footprint and Female-Founded Leadership Medford, OR – July 8, 2025 – THC Therapeutics, Inc. (“THCT” or the “Company”), (OTC: THCT), a company focused on the legal and regulated cannabis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report July 16, 2025(Date of earliest event reported): June 7, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report July 16, 2025(Date of earliest event reported): June 7, 2025 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Com

SHARE EXCHANGE AND PURCHASE AGREEMENT THE EQUITY SECURITY HOLDERS OF ST Holdings Group, LLC. THC Therapeutics, Inc. a Nevada corporation Dated as of 7 July 2025

EXHIBIT 10.1 SHARE EXCHANGE AND PURCHASE AGREEMENT between THE EQUITY SECURITY HOLDERS OF ST Holdings Group, LLC. and THC Therapeutics, Inc. a Nevada corporation Dated as of 7 July 2025 1 Table of Contents ARTICLE I. DEFINITIONS AND USAGE 1 ARTICLE II. SALE AND TRANSFER OF ACQUIRED INTERESTS; CLOSING 7 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS 9 ARTICLE IV. REPRESENTATIONS AND WARRANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission File

Share Exchange and Purchase Agreement The Equity Security Holders of The Headquarters Group, Inc. THC Therapeutics, Inc. a Nevada corporation Dated as of 20th June 2025

EXHIBIT 10.1 Share Exchange and Purchase Agreement between The Equity Security Holders of The Headquarters Group, Inc. and THC Therapeutics, Inc. a Nevada corporation Dated as of 20th June 2025 i TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND USAGE 1 ARTICLE II. SALE AND TRANSFER OF ACQUIRED INTERESTS; CLOSING 8 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS 10 ARTICLE IV. REPRESENTATIONS AN

THC Therapeutics, Inc. Announces Acquisition of Oregon and California Consortium of Cannabis Companies Breakthrough Transaction Unites Segment Leaders into a Powerful and Flexible Player in the Legal Cannabis Industry

EXHIBIT 99.1 STOCK EXCHANGE RELEASE THC Therapeutics, Inc. NEWS RELEASE THC Therapeutics, Inc. Announces Acquisition of Oregon and California Consortium of Cannabis Companies Breakthrough Transaction Unites Segment Leaders into a Powerful and Flexible Player in the Legal Cannabis Industry Medford, OR – June 24, 2025 – THC Therapeutics, Inc. (“THCT” or the “Company”), (OTC: THCT), a company focused

CERTIFICATE OF DESIGNATION OF THE PREFERENCES AND RIGHTS SERIES D PREFERRED STOCK THC THERAPEUTICS, INC. TERMS OF SERIES D PREFERRED STOCK

EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF THE PREFERENCES AND RIGHTS OF SERIES D PREFERRED STOCK OF THC THERAPEUTICS, INC. TERMS OF SERIES D PREFERRED STOCK 1. Number and Designation. This series shall consist of 500,000 shares of preferred stock of THC Therapeutics, Inc. (the "Corporation") that shall be designated the Series D Preferred Stock ("Series D Stock"). The number of authorized shares o

Hi Scott

EXHBIT 99.1 Hi Scott Here is my response. Amend the 8-K “My termination is invalid as you did not follow proper procedure according to THC Therapeutics bylaws” Brandon Romanek

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 ☐ 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: 000-55994 THC Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: July 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 ☐ 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: 000-55994 THC Therapeutics, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 ☐ 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: 000-55994 THC Therapeutics, Inc

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2024 Date of Report (Date of earliest event reported) THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-555994 26-0164981 (State or other jurisdiction of Incorporation) (Commission Fi

Letter from Gries & Associates, LLC to the Securities and Exchange Commission, dated March 15, 2024

EXHIBIT 16.1 Gries & Associates, LLC Certified Public Accountants 501 S. Cherry Street Ste 1100 Denver, Colorado 80246 March 15, 2024 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously contracted as the auditors of THC Therapeutics, Inc. (the Company) and issued financial statements for the years ended July 31, 2023 and 2022, respectively. On March 8

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2024 Date of Report (Date of earliest event reported) THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-555994 26-0164981 (State or other jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 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: 000-55994 THC THERAPEUTICS, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 ☐ 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: 000-55994 THC Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 ☐ 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: 000-55994 THC Therapeutics, Inc

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 ? 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: 000-55994 THC THERAPEUTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 thctnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: October 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 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: 000-55994 THC THERAPEUTICS, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: July 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 ? 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: 000-55994 THC THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 ? 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: 000-55994 THC THERAPEUTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 ? 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: 000-55994 THC THERAPEUTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 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: 000-55994 THC THERAPEUTICS, INC. (Exact

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission F

Letter from Boyle regarding change in certifying accountant (filed herewith).

Boyle CPA, LLC Certified Public Accountants & Consultants March 4, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.

Consulting Agreement, by and between THC Therapeutics, Inc., and Five Points Consulting, LLC, dated December 28, 2021

EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?), with an effective date of December 28, 2021 (the ?Effective Date?), is entered into by and between THC Therapeutics, Inc., a Nevada corporation (the ?Company?), and Five Points Consulting, LLC, a Nevada limited liability company (the ?Consultant?). Each of the Parties to this Agreement is individually referred to herein

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: July 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transiti

Securities Purchase Agreement, by and between THC Therapeutics, Inc., and Shefford Capital Partners, LLC, dated September 1, 2021

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of the date written below, by and between THC Therapeutics, Inc. a Nevada corporation, with headquarters located at 11700 W Charleston Boulevard #73 Las Vegas, Nevada 89135. (the ?Company?), and Shefford Capital Partners, LLC, a Delaware limited liability company, with its address at 477 Madis

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2021 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission Fi

Engagement Agreement dated August 24, 2021, between THC Therapeutics, Inc. and Shefford Capital Management, LLC.

EXHIBIT 10.1 SHEFFORD CAPITAL MANAGEMENT, LLC. THC Therapeutics, Inc. ENGAGEMENT AGREEMENT THIS ENGAGEMENT AGREEMENT, (the "Agreement") dated as of the date written below, is by and between Shefford Capital Management, LLC. (the "Advisor") and THC Therapeutics, Inc. (the "Company"), WHEREAS, the Company desires to retain the Advisor and the Advisor desires to be retained by the Company pursuant to

Securities Purchase Agreement, by and between the Company and the Investor, dated July 28, 2021

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of July 28, 2021, between THC Therapeutics, Inc., a Nevada corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, the "Purchaser"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to

Certificate of Designation for Series C Preferred Stock

EXHIBIT 3.1 BARBARA K. CEGAVSKE Secretary of State Filed in the Office of Secretary of State State Of Nevada Business Number E0303632007-2 202 North Carson Street Carson City, Nevada 89701-4201 Filing Number 20211641901 (775) 684-5708 Website: www.nvsos.gov Filed On 07/29/2021 12:59:29 PM www.nvsilverflume.gov Number of Pages 24 Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 ? 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: 000-55994 THC THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: April 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2021 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission File

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 ? 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: 000-55994 THC THERAPEUTICS, INC

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: January 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Trans

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 ☐ 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: 000-55994 THC THERAPEUTICS, INC

Employment Agreement with Parker Mitchell dated December 14, 2020 (incorporated by reference to Current Report on Form 8-K filed on December 16, 2020; File No. 000-55994; Exhibit 10.1 thereto)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 11th day of December, 2020 (the “Effective Date”) between THC Therapeutics, Inc., a Nevada corporation (“Company”), and Parker Mitchell (“Executive”). RECITALS Company wishes to employ Executive, and Executive wishes to be employed by Company in accordance with the terms and conditions set forth in this Agreemen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): o Form 10-K o Form 20-F o Form 11-K ☒ Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: October 31, 2020 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Trans

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2020 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: 000-55994 THC THERAPEUTICS, INC. (Exact

THCT / THC Therapeutics, Inc. / Brunson Chandler & Jones PLLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 THC THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 87248Q101 (CUSIP Number) October 26, 2020 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: July 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transiti

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 ☐ 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: 000-55994 THC THERAPEUTICS, INC.

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: April 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transit

THCT / THC Therapeutics, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 ☐ 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: 000-55994 THC THERAPEUTICS, INC

THCT / THC Therapeutics, Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: January 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Trans

THCT / THC Therapeutics, Inc. / Iliad Research & Trading, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* THC Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87248Q101 (CUSIP Number) February 14, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

THCT / THC Therapeutics, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 ¨ 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: 000-55994 THC THERAPEUTICS, INC

THCT / THC Therapeutics, Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: October 31, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Trans

THCT / THC Therapeutics, Inc. 10-K/A - Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2019 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: 000-55994 THC THERA

THCT / THC Therapeutics, Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2019 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: 000-55994 THC THERAPEUTICS, INC. (Exact

THCT / THC Therapeutics, Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: July 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q o Transiti

Patent Assignment Confirmation and Release by Harvey Romanek (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.4 thereto)

EXHIBIT 10.4 PATENT ASSIGNMENT CONFIRMATION & RELEASE TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT Harvey Romanek, for good and valuable consideration, previously assigned all of his rights, title and interest in and to United States patent application number 62,312,327, title “Plant Dryer with Improved Convection Flow” (the “Assigned Patents”) and all provisional patent appl

Promissory Note dated June 30, 2018, and issued July 3, 2018 (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.13 thereto)

EXHIBIT 10.13 PROMISSORY NOTE Principal Amount: $28,000 June 30, 2018 Las Vegas, Nevada FOR VALUE RECEIVED, Millennium BlockChain Inc., a Nevada corporation (referred to herein as “Debtor”), hereby irrevocably promises and agrees to pay to the order of NANCY ANN PELLONE, a Florida resident (“Creditor”), at such place as designated in writing by the Holder (as defined below) hereof, in lawful money

7.5% Original Issue Discount Convertible Debenture dated May 9, 2017 (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.14 thereto)

EXHIBIT 10.14 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

Convertible Promissory Note dated January 13, 2017 (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.11 thereto)

EXHIBIT 10.11 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGI

Patent Assignment by and between Harvey Romanek and Brandon Romanek dated November 7, 2016 (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.2 thereto)

EXHIBIT 10.2 PATENT ASSIGNMENT THIS PATENT ASSIGNMENT (“Assignment”) is made as of this 7th day of November 2016, between HARVEY L. ROMANEK, an individual residing at 13403 91st Ave., Seminole, FL 33776 (“Assignor”) and BRANDON D. ROMANEK BRANDON D. ROMANEK, an individual residing at 11700 W Charleston Blvd. #73, Las Vegas, NV 89135 (“Assignee”). RECITALS A. Assignee has agreed to purchase certain

Patent Assignment Confirmation and Release by Brandon Romanek (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.3 thereto)

EXHIBIT 10.3 PATENT ASSIGNMENT CONFIRMATION & RELEASE TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT Brandon Romanek, for good and valuable consideration, previously assigned all of his rights, title and interest in and to United States patent application number 62,312,327, title “Plant Dryer with Improved Convection Flow” (the “Assigned Patents”) and all provisional patent app

Secured Promissory Note dated May 12, 2017 (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.12 thereto)

EXHIBIT 10.12 SECURED PROMISSORY NOTE US $60,000 Las Vegas, Nevada May 12, 2017 For good and valuable consideration, THC Therapeutics, Inc., a Nevada corporation, (“Maker”), hereby makes and delivers this Secured Promissory Note (this “Note”) in favor of Amanda Escamilla, Carlos Escamilla, Jr., and Daniel Williams Jones, jointly and severally, or their assigns (“Holders”), and hereby agree as foll

THCT / THC Therapeutics, Inc. 10-12G/A - - 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 6) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 645 Fro

THCT / THC Therapeutics, Inc. CORRESP - -

October 2, 2019 Attn: Russell Mancuso; Tim Buchmiller United States Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

Convertible Promissory Note dated April 4, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.9 thereto)

EXHIBIT 10.9 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Secured Convertible Promissory Note dated June 20, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.11 thereto)

EXHIBIT 10.11 SECURED CONVERTIBLE PROMISSORY NOT E Effective Date: June 20, 2019 U.S. $291,108.00 FOR VALUE RECEIVED, THC THERAPEUTICS, INC., a Nevada corporation (“Borrower”), promises to pay to ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, or its successors or assigns (“Lender”), $291,108.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twel

10% Convertible Promissory Note dated May 1, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.10 thereto)

EXHIBIT 10.10 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

Patent Assignment by and between Harvey Romanek and Brandon Romanek dated November 7, 2016

EXHIBIT 10.2 PATENT ASSIGNMENT THIS PATENT ASSIGNMENT (“Assignment”) is made as of this 7th day of November, 2016, between HARVEY L. ROMANEK (“assignor”) and BRANDON D. ROMANEK (“assignee”). RECITALS A. Assignee has agreed to purchase certain assets of Assignor including the Assigned Patents (as described below) pursuant to that certain Asset Purchase Agreement between Assignee and Assignor dated

Amendment to Consulting Agreement with Regal Consulting, LLC, dated March 18, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.8 thereto)

EXHIBIT 10.8 AMENDMENT TO CONSULTING AGREEMENT This Amendment to the CONSULTING AGREEMENT (this “Amendment”) is made and entered into on the 18th day of March, 2019 between Regal Consulting, a limited liability company organized under the laws of the state of Delaware (the “Consultant”), and THC Therapeutics, Inc. a corporation organized under the laws of the State of Nevada, (“Client”). WHEREAS,

THCT / THC Therapeutics, Inc. 10-12G/A - - 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 5) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 645 Fro

Amended Employment Agreement with Brandon Romanek February 1, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.4 thereto)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this Feb 1st 2019 (the “Effective Date”) between THC Therapeutics, Inc., a Nevada corporation (“Company”), and Brandon Romanek (“Executive”). RECITALS Company wishes to employ Executive and Executive wishes to be employed by Company in accordance with the terms and conditions set forth in this Agreement. TERMS AND CO

THCT / THC Therapeutics, Inc. CORRESP - -

August 22, 2019 Attn: Russell Mancuso; Tim Buchmiller United States Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

Director Agreement with Fiorenzo Villani dated April 25, 2019 (incorporated by reference to Registration Statement on Form 10/A filed on July 8, 2019; File No. 000-55994; Exhibit 10.4 thereto)

EXHIBIT 10.4 THC Therapeutics Inc-THCT DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 4/25/2019, and is by and between THC Therapeutics, Inc., a Nevada corporation and a public company traded on the quotation board operated by OTC Markets Group, Inc. [OTC: THCT] (hereinafter referred to as the “Company”), and Fiorenzo A. Villani (hereinafter referred to as

THCT / THC Therapeutics, Inc. 10-12G/A - - 10-12GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 4) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 645 Fro

Employment Agreement with Joshua Halford dated June 15, 2019 (incorporated by reference to Registration Statement on Form 10/A filed on July 8, 2019; File No. 000-55994; Exhibit 10.5 thereto)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 15th day of June, 2019, and is by and between THC Therapeutics, Inc., a Nevada corporation and a public company traded on the quotation board operated by OTC Markets Group, Inc. [OTC: THCT] (hereinafter referred to as the “Company”), and Joshua Halford (hereinafter referred to as the “Employee

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2019 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission File

Employment Agreement with Enzo Villani dated April 25, 2019

EXHIBIT 10.6 THC Therapeutics Inc-THCT DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 4/25/2019, and is by and between THC Therapeutics, Inc., a Nevada corporation and a public company traded on the quotation board operated by OTC Markets Group, Inc. [OTC: THCT] (hereinafter referred to as the “Company”), and Fiorenzo A. Villani (hereinafter referred to as

THCT / THC Therapeutics, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2019 ¨ 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: 000-55994 THC THERAPEUTICS, INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2019 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission F

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2019 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission File N

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2019 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission Fil

THCT / THC Therapeutics, Inc. CORRESP - -

April 9, 2019 Attn: Russell Mancuso; Tim Buchmiller United States Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

THCT / THC Therapeutics, Inc. 10-12GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 3) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 11700 W

Common Stock Purchase Agreement with Robot Cache, S.L. dated July 31, 2018

EXHIBIT 10.7 MILLENNIUM BLOCKCHAIN INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of July 31, 2018 (the “Execution Date”), by and between Millennium Blockchain Inc., a Nevada corporation (the “Company”), and Robot Cache, S.L., a Spanish sociedad limitada (the “Investor”). RECITALS WHEREAS, pursuant to terms and subject to the conditions set f

Asset Purchase Agreement with Urban Oasis Float Center, LLC dated June 1, 2017 (incorporated by reference to Registration Statement on Form 10/A filed on April 8, 2019; File No. 000-55994; Exhibit 10.2 thereto)

EXHIBIT 10.2 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated June 1, 2017 (this “Agreement”), is by and among: GENESIS FLOAT SPA, LLC, a Nevada limited liability company (the “Purchaser”); THC THERAPEUTICS, INC., a Nevada corporation, the sole member and parent company of the Purchaser (the “Parent”); URBAN OASIS FLOAT CENTER, LLC, a Nevada limited liability company (the “Seller”); an

MPQ Tokens Purchase Agreement with ImpactPPA Limited dated May 8, 2018

EXHIBIT 10.5 NOTICE TO RESIDENTS OF THE UNITED STATES THE OFFER AND SALE OF THE RIGHTS SET FORTH IN THIS PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE RIGHTS DESCRIBED IN THIS PURCHASE AGREEMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNI

THCT / THC Therapeutics, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2019 ¨ 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: 000-55994 THC THERAPEUTICS, INC

THCT / THC Therapeutics, Inc. CORRESP - -

March 11, 2019 Attn: Russell Mancuso; Tim Buchmiller United States Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2019 THC Therapeutics, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55994 26-0164981 (State or other jurisdiction of incorporation) (Commission Fi

Senior Secured Convertible Promissory Note dated January 3, 2019, and issued January 4, 2019 (incorporated by reference to Current Report on Form 8-K filed on February 20, 2019; File No. 000-55994; Exhibit 10.1 thereto)

EXHIBIT 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Consulting Agreement with Regal Consulting, LLC, dated February 14, 2019, and effective February 18, 2019 (incorporated by reference to Current Report on Form 8-K filed on February 20, 2019; File No. 000-55994; Exhibit 10.2 thereto)

EX-10.2 3 mblcex102.htm CONSULTING AGREEMENT EXHIBIT 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into the 18th, day of February, 2019 (the "Effective Date"). Between: Regal Consulting, a limited liability company organized under the laws of the state of Delaware (the "Consultant"), and THC Therapeutics, Inc. a corporation organized under the laws of th

THCT / THC Therapeutics, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2018 ¨ 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: 000-55994 THC THERAPEUTICS, INC

THCT / THC Therapeutics, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55994 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: October 31, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Trans

THCT / THC Therapeutics, Inc. 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 11700 W

THCT / THC Therapeutics, Inc. CORRESP - -

December 17, 2018 Attn: Russell Mancuso; Tim Buchmiller United States Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

THCT / THC Therapeutics, Inc. 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 11700 W

THCT / THC Therapeutics, Inc. 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 THC THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Nevada 26-0164981 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 11700 W Charleston Blvd #73

Subsidiaries (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 21 thereto)

EXHIBIT 21 Subsidiaries of Registrant Name State of Incorporation or Organization Genesis Float SPA LLC Nevada

Certificate of Designation for Series A Preferred Stock filed January 24, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.5 thereto)

EXHIBIT 3.5 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: THC Therapeutics, Inc.

Simple Agreement for Future Tokens with BurstIQ Analytics Corporation dated March 31, 2018

EXHIBIT 10.4 THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON. BIQ, a product of BURSTIQ ANALYTICS CORPORATION SAFT (Si

Articles of Amendment filed January 23, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.3 thereto)

EXHIBIT 3.3 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 -

Bylaws (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.1 thereto)

EXHIBIT 3.1 BY-LAWS OF FAIRYTALE VENTURES, INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Director

Certificate of Designation for Series B Preferred Stock May 12, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.6 thereto)

EXHIBIT 3.6 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov *150103* Certificate of Designation (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: THC Therapeut

Articles of Amendment filed September 28, 2018 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.8 thereto)

EXHIBIT 3.8 *090204* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and

Asset Purchase Agreement with Urban Oasis Float Center, LLC dated June 1, 2017

EXHIBIT 10.2 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated June 1, 2017 (this “Agreement”), is by and among: GENESIS FLOAT SPA, LLC, a Nevada limited liability company (the “Purchaser”); THC THERAPEUTICS, INC., a Nevada corporation, the sole member and parent company of the Purchaser (the “Parent”); URBAN OASIS FLOAT CENTER, LLC, a Nevada limited liability company (the “Seller”); an

Articles of Amendment filed January 17, 2018 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.4 thereto)

EXHIBIT 3.4 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 -

Common Stock Purchase Agreement with Robot Cache, S.L. dated July 31, 2018

EXHIBIT 10.8 MILLENNIUM BLOCKCHAIN INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of July 31, 2018 (the “Execution Date”), by and between Millennium Blockchain Inc., a Nevada corporation (the “Company”), and Robot Cache, S.L., a Spanish sociedad limitada (the “Investor”). RECITALS WHEREAS, pursuant to terms and subject to the conditions set f

Employment Agreement with Brandon Romanek dated November 1, 2017

EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 1day of November, 2017 (the “Effective Date”) between THC Therapeutics, Inc., a Nevada corporation (“Company”), and Brandon Romanek (“Executive”). RECITALS Company wishes to employ Executive and Executive wishes to be employed by Company in accordance with the terms and conditions set forth in this Agreement. TE

Asset Purchase Agreement with Brandon Romanek dated January 20, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 10.1 thereto)

EXHIBIT 10.1

Amended Certificate of Designation for Series B Preferred Stock filed June 5, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.7 thereto)

EXHIBIT 3.7 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov *150103* Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Certificate of Designation For Nevada Profit C

Articles of Incorporation filed May 1, 2007 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.2 thereto)

EXHIBIT 3.2 Ross Miller Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Articles of Incorporation (PURSUANT TO NRS 78) ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Corporation: FAIRYTALE VENTURES, INC. 2. Resident Agent Name and Street Address: (must be a Nevada address where process may be served) ANUSHA KUMAR Name 5155 WEST

Simple Agreement for Future Equity with BurstIQ Analytics Corporation dated March 31, 2018

EXHIBIT 10.3 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTI

MPQ Tokens Purchase Agreement with ImpactPPA Limited dated May 8, 2018

EXHIBIT 10.5 NOTICE TO RESIDENTS OF THE UNITED STATES THE OFFER AND SALE OF THE RIGHTS SET FORTH IN THIS PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE RIGHTS DESCRIBED IN THIS PURCHASE AGREEMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNI

THCT / THC Therapeutics, Inc. 15-15D - - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-145794 Harmonic Energy, Inc (Exact name of registrant as specified in it

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2014 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 26-0164981 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

Consulting Agreement with Search4.com, Inc.

CONSULTING AGREEMENT This Agreement is made effective this 30th day of June, 2014 between Harmonic Energy Inc.

THCT / THC Therapeutics, Inc. 144 - - MAINBODY

Form 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. 1(a) NAME OF ISSUER (b) IRS IDENT. NO. (c)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2013 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (E

Consulting Agreement with JM Trading Co., Ltd.

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") dated this day of December, 2013 BETWEEN HARMONIC ENERGY INC.

Convertible Promissory Note to Seahorse Investments, Ltd. issued May 22, 2013

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION STATEMENT IN THE EFFECT WITH RESPECT TO THE SECURITIES OF DELIVERY TO THE COMPANY OF AN OPINION OF COUSEL IN FORM AND SUBSTANCE SATISFACTORY THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WJTH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Settlement and Consultant Agreement with Kouei International, Inc.

EX-10.3 2 ex103.htm EX103 SETTLEMENT AND CONSULTANT AGREEMENT Th1s Settlement and Consultant Agreement is entered into this 18th day of June, 2013 (the "Agreement") by and between Harmonic Energy Inc., a Nevada corporation (the "Company") and Kouei International Inc., a company incorporated in Antigua ("Kouc1 International"). RECITALS W II EREAS the Company entered into that certain license purcha

Agreement to Extend Debt Payment with Seahorse Investments, Ltd.

AGREEME NT TO EXTEND DEBT PAYMENT THIS AGREEMENT made effective as of the 9th day of January, 2014.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

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, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-145794 Harmonic Energy, Inc. (Exact name of registrant

- MAINBODY

NT 10-Q 1 mainbody.htm MAINBODY U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form N-SAR For Period Ended: October 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tr

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

Consulting Agreement with Empire Relations Group, Inc

Empire Relations Group Inc. Consulting Agreement THIS AGREEMENT, dated August 27, 2013 by and between Empire Relations Group Inc. ("Empire"), a corporation organized and existing under the laws of the State of New York, having its principal place of business at 68 South Service Rd., Suite 100, Melville, NY 11747 and Harmonic Energy, Inc. (“Harmonic” ), a corporation existing under the laws of the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2013 Harmonic Energy, Inc.

2013 Stock Option Plan of Harmonic Energy, Inc.

2013 STOCK OPTION PLAN OF Harmonic Energy, Inc. A Nevada Corporation May 28, 2013 STOCK OPTION PLAN OF Harmonic Energy, Inc. TABLE OF CONTENTS Page No. PURPOSE OF THE PLAN 1 TYPES OF STOCK OPTIONS 1 DEFINITIONS 1 ADMINISTRATION OF THE PLAN 2 GRANT OF OPTIONS 3 STOCK SUBJECT TO PLAN 4 TERMS AND CONDITIONS OF OPTIONS 4 TERMINATION OR AMENDMENT OF THE PLAN 9 INDEMNIFICATION 9 EFFECTIVE DATE AND TERM

- MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 26-0164981 (I.R.S. Employer Identification No.) 3rd Floor, 207 Regent Street London, United Kingdom (Address of Prin

Settlement and Consultant Agreement with Kouei International Inc. dated June 18, 2013

SETTLEMENT AND CONSULTANT AGREEMENT This Settlement and Consultant Agreement is entered into this 18th day of June, 2013 (the "Agreement") by and between Harmonic Energy Inc.

- MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 26-0164981 (I.R.S. Employer Identification No.) 3rd Floor, 207 Regent Street London, United Kingdom (Address of Prin

Business Consulting Agreement with Rene Berlinger

EX-10.1 4 ex101.htm EXHIBIT 10.1 Business Consulting Agreement This Business Consulting Agreement (the “Agreement”) is entered into and effective May 28, 2013 by and between: Rene Berlinger Trust Company Complex, Ajeltake Road, Ajeltake Majuro MH96960 Marshall Islands (“Consultant”) And Harmonic Energy, Inc. 3rd Floor, 207 Regent Street London, England W1B 3HH (“Company”) WITNESSETH WHEREAS, Consu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2013 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (Exa

2013 Stock Option Plan

2013 STOCK OPTION PLAN OF Harmonic Energy, Inc. A Nevada Corporation May 28, 2013 STOCK OPTION PLAN OF Harmonic Energy, Inc. TABLE OF CONTENTS Page No. PURPOSE OF THE PLAN 1 TYPES OF STOCK OPTIONS 1 DEFINITIONS 1 ADMINISTRATION OF THE PLAN 2 GRANT OF OPTIONS 3 STOCK SUBJECT TO PLAN 4 TERMS AND CONDITIONS OF OPTIONS 4 TERMINATION OR AMENDMENT OF THE PLAN 9 INDEMNIFICATION 9 EFFECTIVE DATE AND TERM

- MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 26-0164981 (I.R.S. Employer Identification No.) 3rd Floor, 207 Regent Street London, United Kingdom (Address of Prin

Consulting Agreement with Rene Berlinger

Business Consulting Agreement This Business Consulting Agreement (the “Agreement”) is entered into and effective May 28, 2013 by and between: Rene Berlinger Trust Company Complex, Ajeltake Road, Ajeltake Majuro MH96960 Marshall Islands (“Consultant”) And Harmonic Energy, Inc.

Note issued to Legacy Global Markets

9th January 2013 Harmonic Energy Inc., a Nevada corporation (?Borrower?), having an office at 3rd Floor, 207 Regent Street, London, United Kingdom, W1B 3HH, promises to pay to the order of Legacy Global Markets, 31 The Strand, 46 Canal Point Drive, Grand Cayman, or assigns (collectively, "Lender"), the principal sum of FIFTY THOUSAND DOLLARS ($50,000), on 9th January 2014 (the "Maturity Date"), or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2013 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (E

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: January 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

Purchase Order with Carbon Black Sales

EX-10.1 2 ex101.htm EXHIBIT 10.1 PURCHASE ORDER This PURCHASE ORDER and the GENERAL TERMS AND CONDITIONS (collectively, the Agreement") is made and entered into as of this 4th day of Feb, 2013 ("Effective Date”), by and between: HARMONIC ENEGY, INC. having its offices at 3rd Floor- 207 Regent Street, London, United Kingdom, W1B 3HH Canada ("Seller"); and (2) CARBON BLACK SALES, having its offices

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 19, 2013 Harmonic Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2012 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (E

Consulting Agreement with JM Trading Co., Ltd.

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") dated this 20th day of December, 2011 BETWEEN HARMONIC ENERGY INC.

Consulting Agreement – Seahorse Investments, Ltd.

CONSULTING AGREEMENT This agreement dated for reference March 1st, 2012. Between: HARMONIC ENERGY INC., a company incorporated under the laws of the State of Nevada, USA, having a place of business at 207 Regent Street, London, UK, W1B 3HH. (herein called "HARMONIC") Of the first part And: SEAHORSE INVESTMENTS LTD., a company incorporated under the laws of the Marshall Islands, have a place of bus

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K /A Amendment No.

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, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(

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, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-145794 Harmonic Energy, Inc. (Exact name of re

Consulting Agreement with JM Trading Co., Ltd.

EX-10.4 3 ex104.htm EXHIBIT 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") dated this 20th day of December, 2011 BETWEEN HARMONIC ENERGY INC. 3rd Floor, 207 Regent Street, London W1B 3HH. UK. (the "Client") OF THE FIRST PART - AND - JM TRADING CO LTD. of 11 Deanway, Hove, E.Sussex, UK. BN3 6DG (the "Consultant") OF THE SECOND PART BACKGROUND: A. The Client is of the opinion

Letter extending payment terms under License Purchase Agreement with Kouei International, Inc.

Kouei International W853 Woods Centre St. Johns Antigua Harmonic Energy Inc. 3rd Floor, 207 Regent Street London U.K. W1B 3HH May 30th 2012 Dear Sirs, Re: Extension to payment term of License Purchase Agreement of Tyrolysis technology dated 14th March 2012. We are in receipt of your first installment of $175,000, with regard to the balance installments we will extend the payment due dates as follo

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2012 [ ] Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2012 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (Exa

Consulting Agreement – Seahorse Investments, Ltd.

EX-10.2 3 ex102.htm EXHIBIT 10.2 CONSULTING AGREEMENT This agreement dated for reference March 1st, 2012. Between: HARMONIC ENERGY INC., a company incorporated under the laws of the State of Nevada, USA, having a place of business at 207 Regent Street, London, UK, W1B 3HH. (herein called "HARMONIC") Of the first part And: SEAHORSE INVESTMENTS LTD., a company incorporated under the laws of the Mars

Employment Agreement – Jamie Mann

EX-10.1 2 ex101.htm EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective the 20th day of December, 2011. BETWEEN: HARMONIC ENERGY INC. of 207 Regent Street, London, UK, W1B 3HH (the "Employer") AND: JAMIE MANN, of Lower Ground Floor, 37 Brunswick Square, Hove, East Sussex, BN3 1ED, U.K. (the "Employee") The Employer hereby appoints the Employee to the position of Director and Chief Exec

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 22, 2012 Harmonic Energy, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2012 Harmonic Energy, Inc.

Tire Feedstock Agreement

TIRE FEEDSTOCK AGREEMENT THIS OUTPUT AGREEMENT is made and entered into as of this 11th day of April 2012, by and between: Harmonic Energy Inc.

License Purchase Agreement

EX-10.1 2 ex101.htm EXHIBIT 10.1 LICENSE PURCHASE AGREEMENT FROM KOUEI INTERNATIONAL INC. BY HARMONIC ENERGY INC. This License Purchase Agreement sets forth the understanding, which has been reached between Kouei International Inc. a company incorporated in Antigua, with its principal office located at W852 Woods Centre, St Johns, Antigua, WI ("Seller") and of Harmonic Energy Inc. ("Purchaser"), w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2012 Harmonic Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2012 [ ] Transition Report pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2012 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (E

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: January 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2011 [ ] Transition Report pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2011 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2011 Harmonic Energy, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: October 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

Changes in Control of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2011 Harmonic Energy, Inc.

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, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(

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, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-145794 Harmonic Energy, Inc. (Exact name of registrant

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2011 [ ] Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2011 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc. (Exa

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: April 30, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2011 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Energy, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2011 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2010 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Harmonic Emergy, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: October 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

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, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-145794 Harmonic Energy, Inc. (Exact name of registrant

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2010 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

Certificate of Amendment

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2010 Harmonic Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.

PROSPECTUS AVIATION SURVEILLANCE SYSTEMS, INC. COMMON STOCK INITIAL PUBLIC OFFERING

PROSPECTUS AVIATION SURVEILLANCE SYSTEMS, INC. 4,129,579 COMMON STOCK INITIAL PUBLIC OFFERING The selling shareholders named in this prospectus are offering up to 4,129,579 shares of common stock offered through this prospectus. We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities. We have, however, set an offering price for these

Letter of Intent re Checotah Project

Golden Group Services Ltd. 330 DeCastro St. Wichham STCAY 1, Road Town, Tortola BVI Date: May 19, 2010 To: Shale Gas Partners, LLC and Checotah Pipeline, LLC (each a ?Seller? and collectively, the ?Sellers?) Re: Letter of Intent for Checotah Field Development Project Pursuant to our review of the above referenced property, the following letter provides the terms and conditions under which we are w

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 (Post-effective Amendment No. 1 to Form SB-2/A filed August 31, 2007) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVIATION SURVEILLANCE SYSTEMS, INC. (Exact name of R

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 (Post-effective Amendment No. 1 to Form SB-2/A filed August 31, 2007) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVIATION SURVEILLANCE SYSTEMS, INC. (Exact name of Registrant as specified in its charter) Nevada 1381 26-0164981 (State or other jurisdiction of incorporation or organization) (Standard Industrial Clas

Assignment of Rights Under Letter of Intent

ASSIGNMENT OF RIGHTS UNDER LETTER OF INTENT For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Golden Group Services, Ltd.

Promissory Note

PROMISSORY NOTE $20,000 June 14, 2010 FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Aviation Surveillance Systems, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2010 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2010 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-145794 Aviation Surveillance Systems, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2010 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File

Assignment of Rights Under Letter of Intent

EX-10.2 3 ex102.htm EX102 ASSIGNMENT OF RIGHTS UNDER LETTER OF INTENT For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Golden Group Services, Ltd., does hereby assign and transfer to Aviation Surveillance Systems, Inc. all of its right, title, and interest in the following agreement and related documents, together with all rights accrued or to accru

Letter of Intent re Checotah Project

EX-10.1 2 ex101.htm EX101 Golden Group Services Ltd. 330 DeCastro St. Wichham STCAY 1, Road Town, Tortola BVI Date: May 19, 2010 To: Shale Gas Partners, LLC and Checotah Pipeline, LLC (each a “Seller” and collectively, the “Sellers’) Re: Letter of Intent for Checotah Field Development Project Pursuant to our review of the above referenced property, the following letter provides the terms and condi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2010 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Aviation Surveillance Systems, Inc.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2010 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission Fil

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: January 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2009 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Aviation Surveillance Systems, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

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, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-145794 Aviation Surveillance Systems, Inc. (Exact name

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145794 Notification of Late Filing (Check One): [ X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31,2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

Cane Clark llp

Cane Clark llp 3273 E. Warm Springs Las Vegas, NV 89120 Kyleen E. Cane* Bryan R. Clark^ Telephone: 702-312-6255 Joe Laxague Scott P. Doney Facsimile: 702-944-7100 Christopher T. Clark Email: [email protected] September 11, 2009 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Attn: Karl Hiller Division of Corporation Finance Mail Stop 4628 Washington, D.C. 20549-4628 Re: Aviation Surveill

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K /A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2009 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K /A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2009 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission

Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2009 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission

16.1 Letter from Former Accountant

MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS - PCAOB REGISTERED August 25, 2009 U.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2009 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2009 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Aviation Surveillance Systems, Inc.

Certificate of Change

ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2009 Aviation Surveillance Systems, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File

Certificate of Amendment

ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2009 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Fairytale Ventures, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2008 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Fairytale Ventures, Inc.

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(

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 registr

Certificate of Change

ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2008 Fairytale Ventures, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145794 20-0164981 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2008 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Fairytale Ventures, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended Janaury 31, 2008 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Fairytale Ventures, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2007 [ ] Transition Report pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2007 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145794 Fairytale Ventures, Inc.

BY-LAWS FAIRYTALE VENTURES, INC. (A NEVADA CORPORATION) ARTICLE I

BY-LAWS OF FAIRYTALE VENTURES, INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may a

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIRYTALE VENTURES, INC. (Exact name of Registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIRYTALE VENTURES, INC. (Exact name of Registrant as specified in its charter) NEVADA 7900 26-0164981 (State or other jurisdiction of incorporation or organization) (Standard Industrial Classification) (IRS Employer Identification Number) 5155 West Tropicana, #1094 La

Articles of Incorporation

Ross Miller Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIRYTALE VENTURES, INC. (Exact name of Registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIRYTALE VENTURES, INC. (Exact name of Registrant as specified in its charter) NEVADA 7900 26-0164981 (State or other jurisdiction of incorporation or organization) (Standard Industrial Classification) (IRS Employer Identification Number) 5155 West Tropicana, #1094 Las

Articles of Incorporation

Ross Miller Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

BY-LAWS FAIRYTALE VENTURES, INC. (A NEVADA CORPORATION) ARTICLE I

EX-3.2 3 ex32.htm EXHIBIT 3.2 BY-LAWS OF FAIRYTALE VENTURES, INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the