WEDOTALK INC. - Annual Report: 2008 (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 November
30, 2008
|
||
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
|
For
the transition period from _________ to ________
|
||
|
Commission
file number: 333-148545
|
|
Hammer Handle Enterprises,
Inc.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Nevada
|
N/A
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
1212
Haida Avenue, Saskatoon
Saskatchewan, Canada
|
S7M 3W7
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number: (206)
202-3226
|
|
| Securities registered under Section 12(b) of the Exchange Act: | |
|
Title
of each class
|
Name
of each exchange on which registered
|
|
none
|
not applicable
|
| Securities registered under Section 12(g) of the Exchange Act: | |
| Title of each class | Name of each exchange on which registered |
| none | not applicable |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[ ] No
[X]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes [X] No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes [X] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No
[ ]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 1,670,000 as of February 25,
2009.
TABLE OF
CONTENTS
|
Page
|
||
|
PART I
|
||
|
PART II
|
||
|
PART III
|
||
|
PART
IV
|
||
| Item 15. | Exhibits, Financial Statement Schedules | |
PART I
Item 1. Business
We were
incorporated in the State of Nevada on June 29, 2007 (date of incorporation).
Until recently, we were an exploration-stage company engaged in the exploration
of mineral resource properties. On October 17, 2007 we acquired the Pinto
Project (the “Property” or the “Project” or the “Pinto Property”), a series of
properties and their associated mineral claims in British Columbia.
Pursuant
to an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption
of Obligations, we transferred our Pinto Project mineral claims located in
British Columbia to Cove Park Enterprises, Ltd., an Alberta corporation for a
price of $2,000 (the “Split-Off”). As part of the Split-off, Cove
Park Enterprises agreed to assume any and all liabilities which may be related
to the Pinto mineral claims.
As a
result of the Split-Off, we are no longer pursuing our business plan of
exploring mineral properties in British Columbia. Our business plan
was to explore the Pinto claims for any commercially exploitable base or
precious metal deposits. Despite our best efforts, however, we have
been unable to secure financing adequate to fund a proper exploration of our
mineral properties. Because of our difficulties in obtaining
necessary financing, we have determined that our plan of operations is no longer
commercially viable. In the next 12 months, our management will be
evaluating alternative business opportunities with which we can go forward as an
operating business. We have not identified any business opportunities thus far,
but we are actively looking. There can be no assurance, however, that
we will be able to continue as a going concern.
Item 1A. Risk Factors.
A smaller
reporting company is not required to provide the information required by this
Item.
Item 1B. Unresolved Staff Comments
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Properties
We do not
lease or own any real property. Our executive and head office is located at 1212
Haida Avenue, Saskatoon, Saskatchewan, Canada S7M 3W7. We believe our current
premises are adequate for our current operations and we do not anticipate that
we will require any additional premises in the foreseeable
future. When and if we require additional space, we intend to move at
that time.
Item 3. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 4. Submission of Matters to a Vote of Security
Holders
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended November 30, 2008.
PART II
Item 5. Market for Registrant’s Common Equity
and Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “HMMH.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
|
Fiscal
Year Ending November 30, 2008
|
||||
|
Quarter
Ended
|
High
$
|
Low
$
|
||
|
November
30, 2008
|
N/A
|
N/A
|
||
|
August
31, 2008
|
N/A
|
N/A
|
||
|
May
31, 2008
|
N/A
|
N/A
|
||
|
February
29, 2008
|
N/A
|
N/A
|
||
|
Fiscal
Year Ending November 30, 2007
|
||||
|
Quarter
Ended
|
High
$
|
Low
$
|
||
|
November
30, 2007
|
N/A
|
N/A
|
||
|
August
31, 2007
|
N/A
|
N/A
|
||
|
May
31, 2007
|
N/A
|
N/A
|
||
|
February
29, 2007
|
N/A
|
N/A
|
||
Penny
Stock
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
Holders
of Our Common Stock
As of
November 30, 2008, we had forty (40) shareholders of
record.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
|
1.
|
we
would not be able to pay our debts as they become due in the usual course
of business, or;
|
|
2.
|
our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
|
We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any equity compensation plans.
Item 6. Selected Financial Data
A smaller
reporting company is not required to provide the information required by this
Item.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
Overview
Because
of the difficulties in obtaining additional funding to fund our exploration
program on the Pinto claims, we have been presented with the difficult task of
re-evaluating our business plan. Management has been searching for and
evaluating alternative lines of business suitable for our company. We can
provide no assurance, however, that we will be able to obtain a new business
opportunity or the funds necessary to implement any new business
plan.
Results
of Operations for the Year Ended November 20, 2008, and Period from June 29,
2007 (Date of Inception) until November 30, 2007 and 2008
We did
not earn any revenues from our inception (June 29, 2007) through the period
ending November 30, 2008 operating the Pinto claims. We did, however, realize
revenues of $2,000 for the year ended November 30, 2008 in connection with the
Split-Off. We do not anticipate earning further revenues until such
time that we are able to secure a successful business opportunity.
Our
operating expenses were $60,957 for the year ended November 30, 2008. Our
primary operating expenses for the year ended November 30, 2008 were
professional fees of $35,677, exploration costs of $10,047 and other expenses of
$13,943.
Our
operating expenses were $75,350 for the period from June 29, 2007 (Inception) to
November 30, 2008. Our operating expenses for the period from June 29, 2007
(Inception) to November 30, 2008 were primarily related to professional fees of
$39,677, exploration costs of $18,547 and other expenses of
$15,144.
We
recorded a net loss of $58,957 for the year ended November 30, 2008 and $73,350
for the period from June 29, 2007 (Inception) to November 30, 2008.
Liquidity
and Capital Resources
As of
November 30, 2008, we had total current assets of $6,953, consisting of cash in
the amount of $5,286 and prepaid expenses of $1,667. We had current liabilities
in the amount of $9,303 as of November 30, 2008. Thus, we had a working capital
deficit of $2,350 as of November 30, 2008.
Operating
activities used $55,321 in cash for the year ended November 30, 2008. Our net
loss of $58,957 was the primary reason for our negative operating cash, offset
by an increase in accounts payable of $5,303. There were no financing or
investing activities during the period.
Operating
activities used $65,714 in cash for the period from June 29, 2007 (Date of
Inception) until November 30, 2008. Our net loss of $73,350 was the primary
reason for our negative operating cash, offset by an increase in accounts
payable of $9,303. Financing activities during the period from June 29, 2007
(Date of Inception) until November 30, 2008 generated $71,000 in cash during the
period from the sale of our common stock.
Our
survival depends on obtaining additional financing. We anticipate that we will
also need additional financing to pursue other business opportunities. If we are
unable to obtain additional financing, our business plan and our ability to
acquire another business and continue as a going concern will be significantly
impaired. We do not have any formal commitments or arrangements for the sales of
stock or the advancement or loan of funds. Without the necessary cash flow, we
will not be able to pursue our plan of operations or any plan of operations
until such time as the necessary funds are raised in the equity securities
market.
Going
Concern
We have
negative working capital, recurring losses since inception, and a deficit
accumulated during the development stage of $73,350 as of November 30,
2008. Our financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, we have no current source of revenue. Without
realization of additional capital, it would be unlikely for us to continue as a
going concern. Our management plans on raising cash from public or
private debt or equity financing, on an as needed basis and ultimately, upon
achieving profitable operations through the development of business
activities.
Off
Balance Sheet Arrangements
As of
November 30, 2008, there were no off balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 8. Financial Statements and Supplementary
Data
See the
financial statements annexed to this annual report.
Item 9. Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure
No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending November 30, 2008.
Item 9A(T). Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls
and procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of November 30, 2008. Based on their evaluation, they concluded
that our disclosure controls and procedures were effective.
Our
internal control over financial reporting is a process designed by, or under the
supervision of, our chief executive officer and chief financial officer and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over financial
reporting includes policies and procedures that pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.
Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of November 30, 2008.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
Our
executive officers and directors and their respective ages as of November 30,
2008 are as follows:
|
Name
|
Position
Held with the Company
|
Age
|
Date
First Elected or
Appointed
|
|
David
Price
|
President,
Secretary, Treasurer and Director
|
50
|
President,
Secretary, Treasurer and a Director since June 29, 2007 (date of
incorporation of the
Company)
|
Business
Experience
The
following is a brief account of the education and business experience of our
sole director and executive officer during at least the past five years,
indicating his business experience, principal occupation during the period, and
the name and principal business of the organization by which he was
employed.
David
Price, President, Secretary, Treasurer and Director
On June
29, 2007 (date of incorporation of the Company) David Price was appointed as our
President, Secretary, Treasurer and a director of our company. Mr.
Price founded Hammer Handle in anticipation of his retirement from Saskatchewan
Telecom (or “Sasktel”), where he worked from 1976 to October,
2007. While at Sasktel he worked in a number of positions, most
recently as a facility technician. During his 30 year career he
acquired a range of knowledge and business contacts relating to the resource
sector, particularly uranium (Saskatchewan supplies approximately 30 percent of
the world's uranium), precious metals and oil and gas.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Significant
Employees
We do not
currently have any significant employees aside from David Price.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer, or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Committees
of the Board
All
proceedings of our sole director for the year ended November 30, 2008 were
conducted by resolutions consented to in writing by the sole director and filed
with the minutes of the proceedings of the director. Our company
currently does not have nominating, compensation or audit committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. There has been no need to
delegate functions to these committees due to the fact that our operations are
at a very early stage to justify the effort and expense of creating and
maintaining these committees.
Section
16(a) Beneficial Ownership Reporting Compliance
Our
officers, directors and shareholders owning greater than ten percent of our
shares are not required to comply with Section 16(a) of the Securities Exchange
Act of 1934 because we do not have a class of securities registered under
Section 12 of the Securities Exchange Act of 1934.
Code
of Ethics
As of
November 30, 2008, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
Item 11. Executive Compensation
The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officer from incorporation (June 29, 2007) through November 30, 2007,
and the year ended November 30, 2008.
|
SUMMARY
COMPENSATION TABLE
|
||||||||
|
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
David
Price
President,
Secretary, Treasurer
and
Director(1)
|
2007
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
(1) David
Price became our President, Secretary, Treasurer and a director of our company
on June 29, 2007
(date of incorporation).
Narrative
Disclosure to Summary Compensation Table
We have
not compensated our executive officer since our inception. We have no plans to
compensate our executive officer until such time that we are able to generate
net income from our operations.
Employment
Contracts and Termination of Employment and Change in Control
Arrangements
We have
not entered into an employment agreement or consulting agreement with our sole
director and executive officer.
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. Our directors and executive
officers may receive stock options at the discretion of our Board of Directors
in the future. We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our sole director or Board of Directors, as the case may
be.
Pension,
Retirement or Similar Benefit Plans
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. We have no material
bonus or profit sharing plans pursuant to which cash or non-cash compensation is
or may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the Board of Directors or a committee
thereof.
Outstanding
Equity Awards at Fiscal Year-End
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of November 30,
2008.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
David
Price
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stock
Options and Stock Appreciation Rights
Since
June 29, 2007 (date of inception) to November 30, 2008 we have not granted any
stock options or stock appreciation rights to any of our directors or
officers.
Compensation
of Directors
The table
below summarizes all compensation of our directors as of November 30,
2008.
|
DIRECTOR
COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
David
Price
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Compensation
Of Directors
Our sole
director has received no compensation to date and there are no plans to
compensate him in the near future, unless and until we begin to realize revenues
and become profitable in our business operations.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder
Matters
The
following table sets forth, as of February 25, 2008, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:
|
Name
and Address of Beneficial Owners of Common Stock
|
Title
of Class
|
Amount
and Nature of Beneficial Ownership1
|
%
of Common Stock2
|
|
David
Price
President,
Secretary, Treasurer and Director
1212
Haida Avenue, Saskatoon, Saskatchewan, Canada S7M
3W7
|
Common
Shares
|
1,200,000
|
71.9%
|
|
DIRECTORS
AND OFFICERS – TOTAL
|
1,200,000
Shares
|
71.9%
|
|
|
5%
SHAREHOLDERS
|
|||
|
NONE
|
Common
Stock
|
NONE
|
NONE
|
|
|
1.
|
As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such
date.
|
|
|
2.
|
The
percentage shown is based on denominator of 1,670,000 shares of common
stock issued and outstanding for the company as of February 25,
2009.
|
Item 13. Certain Relationships and Related
Transactions, and Director Independence
None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
Item 14. Principal Accounting Fees and
Services
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
|
Financial
Statements for the
Year
Ended November 30
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
|
2008
|
$10,250 |
-
|
-
|
-
|
|
2007
|
$5,000 |
-
|
-
|
-
|
PART IV
Item 15. Exhibits, Financial Statements
Schedules
Index to
Financial Statements Required by Article 8 of Regulation S-X:
|
Audited
Financial Statements:
|
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation, as amended (1)
|
|
3.3
|
Bylaws,
as amended (1)
|
|
23.1
|
Consent
of Maddox Ungar Silberstein, PLLC, Certified Public
Accountants
|
|
1
|
Incorporated
by reference to the Registration Statement on Form S-1 filed on January 9,
2008.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Hammer
Handle Enterprises Inc.
|
By:
|
/s/
David Price
|
|
David
Price
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
|
|
February
26, 2009
|
In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:
|
By:
|
/s/
David Price
|
|
David
Price
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
|
|
February
26, 2009
|
Maddox Ungar Silberstein, PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors of
Hammer
Handle Enterprises Inc.
Vancouver,
British Columbia, Canada
We have
audited the accompanying balance sheets of Hammer Handle Enterprises
Inc. (the “Company”) as of November 30, 2008 and 2007, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the year ended November 30, 2008 and the period from June 29, 2007 (Date of
Inception) through November 30, 2007 and 2008. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Hammer Handle Enterprises Inc. as
of November 30, 2008 and 2007, and the results of its operations and its cash
flows for the year ended November 30, 2008 and the period from June 29, 2007
(Date of Inception) through November 30, 2007 and 2008 in conformity with
accounting principles generally accepted in the United States of
America.
As
discussed in Note 2 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Maddox Ungar
Silberstein, PLLC
Maddox
Ungar Silberstein, PLLC
Bingham
Farms, Michigan
February
19, 2009
HAMMER HANDLE ENTERPRISES INC.
(AN
EXPLORATION STAGE COMPANY)
BALANCE
SHEETS
As
of November 30, 2008 and 2007
|
ASSETS
|
2008
|
2007
|
|||
|
Current
assets
|
|||||
|
Cash
|
$ | 5,286 | $ | 60,607 | |
|
Prepaid
expenses
|
1,667 | - | |||
| 6,953 | 60,607 | ||||
|
TOTAL
ASSETS
|
$ | 6,953 | $ | 60,607 | |
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||
|
LIABILITIES
|
|||||
|
Current
Liabilities
|
|||||
|
Accounts
payable
|
$ | 9,303 | $ | 4,000 | |
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|||||
|
Common
stock, $.001 par value, 50,000,000 shares authorized, 1,670,000 shares
issued and outstanding
|
1,670 | 1,670 | |||
|
Additional
paid in capital
|
69,330 | 69,330 | |||
|
Deficit
accumulated during the exploration stage
|
(73,350) | (14,393) | |||
|
Total
stockholders’ equity (deficit)
|
(2,350) | 56,607 | |||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 6,953 | $ | 60,607 | |
See
accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(AN
EXPLORATION STAGE COMPANY)
STATEMENTS
OF OPERATIONS
For
the year ended November 30, 2008
For
the period from June 29, 2007 (Date of Inception) through November 30,
2007
For
the period from June 29, 2007 (Date of Inception) through November 30,
2008
|
Year
ended
November
30, 2008
|
Period
from June 29, 2007 (Date of Inception) to
November
30, 2007
|
Period
from June 29, 2007 (Date of Inception) to November 30,
2008
|
||||||
|
Revenue
|
||||||||
|
Disposition
of mining property interest
|
$ | 2,000 | $ | - | $ | 2,000 | ||
|
General
and administrative expenses:
|
||||||||
|
Professional
fees
|
35,677 | $ | 4,000 | $ | 39,677 | |||
|
Foreign
exchange loss
|
1,290 | 692 | 1,982 | |||||
|
Exploration
costs
|
10,047 | 8,500 | 18,547 | |||||
|
Other
|
13,943 | 1,201 | 15,144 | |||||
|
Total
general and administrative expenses
|
60,957 | 14,393 | 75,350 | |||||
|
Net
loss
|
$ | (58,957) | $ | (14,393) | $ | (73,350) | ||
|
Net
loss per share:
Basic and diluted
|
$ | (0.04) | $ | (0.01) | $ | (0.00) | ||
|
Weighted
average shares outstanding:
Basic
and diluted
|
1,670,000 | 1,292,840 | ||||||
See
accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(AN
EXPLORATION STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
Period
from June 29, 2007 (Date of Inception) through November 30,
2008
|
Common
Stock
|
Additional
Paid
in
|
Deficit
Accumulated
During
the
Exploration
|
||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||
|
Inception,
June 29, 2007
|
- | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
|
Issuance
of common stock for cash to founder
|
1,200,000 | 1,200 | 22,800 | - | 24,000 | |||||||||
|
Issuance
of common stock for cash at $.06 per share
|
470,000 | 470 | 46,350 | - | 47,000 | |||||||||
|
Net
loss for the period ended
November 30, 2007
|
- | - | - | (14,393) | (14,393) | |||||||||
|
Ending
Balance, November 30, 2007
|
1,670,000 | 1,670 | 69,330 | (14,393) | 56,607 | |||||||||
|
Net
loss for the year ended November 30, 2008
|
- | - | - | (58,957) | (58,957) | |||||||||
|
Ending
Balance, November 30, 2008
|
1,670,000 | $ | 1,670 | $ | 69,330 | $ | (73,350) | $ | (2,350) | |||||
See
accompanying notes to financial statements.
HAMMER
HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
For
the year ended November 30, 2008
For
the period from June 29, 2007 (Date of Inception) to November 30,
2007
For
the period from June 29, 2007 (Date of Inception) to November 30,
2008
|
Year
ended
November
30, 2008
|
From
June 29, 2007 (Date of Inception) to November 30, 2007
|
From
June 29, 2007 (Date of Inception) to November 30, 2008
|
||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net
loss
|
$ | (58,957) | $ | (14,393) | $ | (73,350) | ||
|
Change
in non-cash working capital items
|
||||||||
|
(Increase)
in prepaid expenses
|
(1,667) | - | (1,667) | |||||
|
Increase
in accounts payable
|
5,303 | 4,000 | 9,303 | |||||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(55,321) | (10,393) | (65,714) | |||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds
from sale of common stock
|
- | 71,000 | 71,000 | |||||
|
NET
INCREASE IN CASH
|
(55,321) | 60,607 | 5,286 | |||||
|
Cash,
beginning of period
|
60,607 | - | - | |||||
|
Cash,
end of period
|
$ | 5,286 | $ | 60,607 | $ | 5,286 | ||
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||
|
Interest
paid
|
$ | - | $ | - | $ | - | ||
|
Income
taxes paid
|
$ | - | $ | - | $ | - | ||
See
accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2008
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
Hammer
Handle Enterprises Inc. (“Hammer Handle” or the “Company”) was
incorporated in Nevada on June 29, 2007. Hammer Handle is an
exploration stage company and has not yet realized any revenues from its planned
operations.
In
September 2008, Hammer Handle determined that it would not be able to obtain
sufficient funding to explore the Pinto mineral properties and therefore its
interest in the properties were transferred to Cove Park Enterprises, Ltd. for
consideration of $ 2,000 and assumption of any liabilities related to the
project. Hammer Handle will be evaluating alternative business opportunities to
go forward with as an operating business.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could
differ from those estimates.
Basic Loss Per
Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Mineral
Properties
Cost of
license acquisition, exploration, carrying and retaining unproven mineral lease
properties are expensed as incurred. Costs of acquisition are capitalized
subject to impairment testing, in accordance with SFAS 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”, when facts and circumstances
indicate impairment may exist.
Comprehensive
Income
The
Company has adopted SFAS 130 “Reporting Comprehensive Income”, which establishes
standards for reporting and display of comprehensive income, its components and
accumulated balances. When applicable, the Company would disclose
this information on its Statement of Stockholders’
Equity. Comprehensive income comprises equity except those resulting
from investments by owners and distributions to owners. The Company has not had
any significant transactions that are required to be reported in other
comprehensive income.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with the original maturities of
three months or less to be cash equivalents
HAMMER
HANDLE ENTERPRISES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2008
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income
Tax
Hammer
Handle follows SFAS 109, “Accounting for Income Taxes.” Deferred income taxes
reflect the net effect of (a) temporary difference between carrying amounts of
assets and liabilities for financial purposes and the amounts used for income
tax reporting purposes, and (b) net operating loss carryforwards. No net
provision for refundable Federal income tax has been made in the accompanying
statement of loss because no recoverable taxes were paid previously. Similarly,
no deferred tax asset attributable to the net operating loss carryforward has
been recognized, as it is not deemed likely to be realized.
Recent Accounting
Pronouncements
Hammer
Handle does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE
2 - GOING CONCERN
Hammer
Handle has recurring losses and has a deficit accumulated during the exploration
stage of $73,350 as of November 30, 2008. Hammer Handle's financial
statements are prepared using the generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However,
Hammer Handle has no current source of revenue. Without realization of
additional capital, it would be unlikely for Hammer Handle to continue as a
going concern. Hammer Handle's management plans on raising cash from
public or private debt or equity financing, on an as needed basis and in the
longer term, achieving profitable operations. Hammer Handle's ability to
continue as a going concern is dependent on these additional cash financings,
and, ultimately, upon achieving profitable operations through the development of
mineral interests.
NOTE 3
– INCOME TAXES
The
provision for Federal income tax consists of the following:
|
2008
|
2007
|
||||
|
Refundable
Federal income tax attributable to:
|
|||||
|
Current
Operations
|
$ | 20,045 | $ | 4,877 | |
|
Less:
valuation allowance
|
(20,045) | (4,877) | |||
|
Net
provision for Federal income taxes
|
$ | - | $ | - | |
HAMMER
HANDLE ENTERPRISES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2008
NOTE 3
– INCOME TAXES (continued)
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is approximately as follows:
|
2008
|
2007
|
||||
|
Deferred
tax asset attributable to:
|
|||||
|
Net
operating loss carryover
|
$ | 24,900 | $ | 4,877 | |
|
Less:
valuation allowance
|
(24,900) | (4,877) | |||
|
Net
deferred tax asset
|
$ | - | $ | - | |
At
November 30, 2007, Hammer Handle had an unused net operating loss carryover
approximating $73,350 that is available to offset future taxable income; it
expires beginning in 2027.
NOTE 4
– COMMON STOCK
At
inception, Hammer Handle issued 1,200,000 shares of stock to its founding
shareholder for $24,000 cash.
During
the period ended November 30, 2007, Hammer Handle issued 467,000 shares of stock
for $47,000 cash.
No
additional stock was issued during the year ended November 30,
2008.
NOTE 5
– COMMITMENTS
Hammer
Handle neither owns nor leases any real or personal property. An officer has
provided office services without charge. Such costs are immaterial to
the financial statements and accordingly are not reflected
herein. The officers and directors are involved in other business
activities and most likely will become involved in other business activities in
the future.