WEDOTALK INC. - Quarter Report: 2008 August (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 August 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: 333-148545
|
Hammer Handle Enterprises,
Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
N/A
|
(State
or other jurisdiction of incorporation or
organization)
|
(IRS
Employer Identification No.)
|
1212 Haida Avenue,
Saskatoon, Saskatchewan, Canada S7M 3W7
|
(Address
of principal executive offices)
|
(206)
202-3226
|
(Issuer’s
telephone number)
|
_______________________________________________________________
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] 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.
[ ]
Large accelerated filer Accelerated filer
|
[ ]
Non-accelerated filer
|
[X]
Smaller reporting company
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes [ ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 1,670,000 common shares as of August 31,
2008.
TABLE
OF CONTENTS
|
Page
|
|
PART I – FINANCIAL
INFORMATION
|
||
PART II – OTHER
INFORMATION
|
||
PART
I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our
unaudited financial statements included in this Form 10-Q are as
follows:
|
|
These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended August 31, 2008 are not necessarily indicative of the results that
can be expected for the full year.
HAMMER HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
BALANCE
SHEETS
As
at August 31, 2008 and November 30, 2007
ASSETS
|
August 31, 2008
|
November 30, 2007
|
|||
(unaudited)
|
(audited)
|
||||
Current
assets
|
|||||
Cash
|
$ | 9,584 | $ | 60,607 | |
Prepaid
expenses
|
4,167 | 0- | |||
Total
current assets
|
13,751 | 60,607 | |||
TOTAL
ASSETS
|
$ | 13,751 | $ | 60,607 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||
Current
liabilities
|
|||||
Accounts
payable and accrued liabilities
|
$ | 4,078 | $ | 4,000 | |
TOTAL
LIABILITIES
|
4,078 | 4,000 | |||
STOCKHOLDERS’
EQUITY:
|
|||||
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
|
(61,327) | (14,393) | |||
Total
stockholders’ equity
|
9,673 | 56,607 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 13,751 | $ | 60,607 |
See
accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
STATEMENTS
OF OPERATIONS (unaudited)
Three
months and nine months ended August 31, 2008
Period
from June 29, 2007 to August 31, 2007
Period
from June 29, 2007 (Inception) to August 31, 2008
Three
months ended
August
31, 2008
|
Nine
months
ended August 31, 2008
|
Period
from
June
29, 2007
(Inception)
to
August
31, 2007
|
Period
from June 29, 2007 (Inception) to August 31, 2008
|
||||||||
Revenues
|
$ | -0- | $ | -0- | $ | -0- | $ | -0- | |||
General
and administrative expenses:
|
|||||||||||
Professional
fees
|
2,327 | 28,042 | -0- | 32,042 | |||||||
Foreign
exchange loss
|
505 | 505 | -0- | 1,197 | |||||||
Exploration
costs
|
-0- | 10,047 | -0- | 18,547 | |||||||
Other
|
2,828 | 8,340 | -0- | 9,541 | |||||||
Total
general and administrative
|
5,660 | 46,934 | -0- | 61,327 | |||||||
Net
loss
|
$ | ( 5,660) | $ | (46,934) | $ | -0- | $ | (61,327) | |||
Net
loss per share:
|
|||||||||||
Basic
and diluted
|
$ | (0.0 0) | $ | ( 0 .03) | $ | ( 0 .0) | |||||
Weighted
average shares outstanding:
|
|||||||||||
Basic
and diluted
|
1,670,000 | 1,670,000 | 1,200,000 |
See
accompanying notes to financial statements.
(A
EXPLORATION STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY (unaudited)
Period
from June 29, 2007 (Inception) to August 31, 2008
Common
stock
|
Additional
paid-in
|
Deficit
accumulated
during
the
exploration
|
||||||||||||
Shares
|
Amount
|
capital
|
stage
|
Total
|
||||||||||
Issuance
of common stock for
cash to founders
|
1,200,000 | $ | 1,200 | $ | 22,800 | $ | - | $ | 24,000 | |||||
Issuance
of common stock for
cash at $ .10 per share
|
470,000 | 470 | 46,530 | 47,000 | ||||||||||
Net
loss for the period
|
- | - | - | (14,393) | (14,393) | |||||||||
Balance,
November 30, 2007
|
1,670,000 | 1,670 | 69,330 | (14,393) | 56,607 | |||||||||
Net
loss for the period
|
- | - | - | (46,934) | (46,934) | |||||||||
Balance,
August 31, 2008
|
1,670,000 | $ | 1,670 | $ | 69,330 | $ | (61,327) | $ | 9,673 |
See
accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (unaudited)
Nine
months ended August 31, 2008
Period
from June 29, 2007 (Inception) to August 31, 2008
Nine
months
ended
August
31, 2008
|
Period
from June 29, 2007 to
August
31, 2007
|
Period
from June 29, 2007
(Inception)
to
August 31, 2008
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (46,934) | $ | -0- | $ | (61,327) | ||
Change in non-cash working capital items | ||||||||
Prepaid
expenses
|
(4,167) | -0- | (4,167) | |||||
Accounts
payable and accrued liabilities
|
78 | -0- | 4,078 | |||||
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(51,023) | -0- | (61,416) | |||||
CASH
FLOWS USED IN INVESTING ACTIVITIES
|
-0- | -0- | -0- | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from sales of common stock
|
-0- | 24,0000- | 71,000 | |||||
NET
INCREASE (DECREASE) IN CASH
|
(51,023 | 24,000 | 9,584 | |||||
Cash,
beginning of period
|
60,607 | -0- | -0- | |||||
Cash,
end of period
|
$ | 9,584 | $ | 24,000 | $ | 9,584 | ||
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||
Income
taxes paid
|
$ | - | $ | - | $ | - |
See
accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
August
31, 2008
NOTE 1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Hammer Handle Enterprises
Inc. have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission (“SEC”), and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company’s registration
statement filed with the SEC on Form SB-2. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for the
most recent fiscal year 2007 as reported in Form SB-2, have been
omitted.
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Hammer
Handle Enterprises Inc. (“Hammer Handle”) 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.
On
November 15, 2007, the Company completed its acquisition of a 100% interest in
the “Pinto” mineral claims which is comprised of three contiguous British
Columbia mineral tenures occupying an aggregate of 230 hectares or 569 acres of
land. The claims are located near Grand Forks, British
Columbia.
Cash and
Cash Equivalents
For the
purposes of presenting cash flows, Hammer Handle considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents. The
carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
HAMMER
HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
August
31, 2008
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES (continued)
Mineral
Properties
Cost of
license acquisition, exploration and 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 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.
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 carry-forward. 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 carry-forward has been recognized, as it is not deemed likely to be
realized.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. 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.
HAMMER
HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
August
31, 2008
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES (continued)
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 3 -
GOING CONCERN
Hammer
Handle has recurring losses and has a deficit accumulated during the exploration
stage of $61,327 as of August 31, 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, revenues from the acquisition, exploration and development of
mineral interests, if found. 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 4 –
INCOME TAXES
For the
period ended August 31, 2008, Hammer Handle has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated
by the loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is approximately $61,300 at August 31, 2008, and
will begin to expire in the year 2027.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2008
|
||
Deferred
tax asset attributable to:
|
||
Net
operating loss carryover
|
$ | 20,850 |
Valuation
allowance
|
(20,850) | |
Net
deferred tax asset
|
$ | - |
HAMMER
HANDLE ENTERPRISES INC.
(A
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
August
31, 2008
NOTE 5 –
COMMON STOCK
At
inception, Hammer Handle issued 1,200,000 shares of stock for $24,000
cash.
During
the period ended November 2007, Hammer Handle issued 470,000 shares of stock
for
$47,000
cash.
NOTE 6 –
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.
NOTE 7-
SUBSEQUENT EVENTS
On
September 11, 2008, Hammer Handle entered into an agreement of Conveyance,
Transfer, and Assignment of Assets and Assumption of Liabilities related to its
100% interest in the Pinto mineral claims. Under the agreement,
Hammer Handle’s interest in the claims were sold to Cove Park Enterprises Ltd.
for cash consideration of $2,000 and an assumption of any liabilities related to
the mineral claims.
Item 2. 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.
Sale
of Pinto Claims
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, 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.
Results
of Operations for the three and nine months ended August 31, 2008 and period
from inception to August 31, 2008
We did
not earn any revenues from our inception (June 29, 2007) through the period
ending August 31, 2008. We do not anticipate earning revenues until such time
that we are able to secure a successful business opportunity.
We
incurred operating expenses in the amount of $5,660 for the three months ended
August 31, 2008, $46,934 for the nine months ended August 31, 2008, and $61,327
from our inception on June 29, 2007 to August 31, 2008. The operating expenses
for the three months ended August 31, 2008 primarily included professional fees
in the amount of $2,327, and other costs of $2,828. The operating expenses for
the nine months ended August 31, 2008 primarily included professional fees in
the amount of $28,042, exploration costs of $10,047, and other costs of $8,340.
The operating expenses for the period from our inception on June 29, 2007 to
August 31, 2008 primarily included professional fees in the amount of $32,042,
exploration expenses in the amount of $18,547, and other expenses in the amount
of $9,541. The professional fees consist of legal fees and accounting
fees.
We
incurred a net loss in the amount of $5,660 for the three months ended August
31, 2008, $46,934 for the nine months ended August 31, 2008, and $61,327 from
our inception on June 29, 2007 to August 31, 2008.
Liquidity
and Capital Resources
As at
August 31, 2008, we had $13,751 in current assets and $4,078 in current
liabilities. On August 31, 2008, we had working capital of $9,673. We will need
financing during the next 12 months. There can be no assurance that we will be
able to raise this money.
Off
Balance Sheet Arrangements
As of
August 31, 2008, there were no off balance sheet arrangements.
Purchase
of Significant Equipment
We do not
intend to purchase any significant equipment over the next twelve
months.
Employees
Currently
our only employee is our sole director and officer. We do not expect any
material changes in the number of employees over the next 12 month
period.
Going
Concern
We have
recurring losses and have a deficit accumulated during the exploration stage of
$61,327 as of August 31, 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 in the longer term, revenues from the acquisition, exploration
and development of mineral interests, if found. Our 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.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition.
Comprehensive
Income
We have
adopted SFAS 130 “Reporting Comprehensive Income”, which establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances. When applicable, we 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. We have
not had any significant transactions that are required to be reported in other
comprehensive income.
Income
Tax
We follow
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.
New
Accounting Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurement, the FASB having previously
concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. This statement does not require any new fair value
measurements. However, for some entities, the application of the statement will
change current practice. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company is currently reviewing the effect, if
any, that this new pronouncement will have on its financial
statements.
There
were various other accounting standards and interpretations issued during 2006
or to November 30, 2007, none of which are expected to have a material impact on
the Company's financial position, operations or cash flows.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 4T. Controls and
Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of August 31, 2008. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, David Price. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of August 31, 2008, our disclosure controls and procedures
are effective. There have been no changes in our internal controls
over financial reporting during the quarter ended August 31, 2008.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
Item 1. 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 1A: Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
None
Item 3. Defaults upon Senior
Securities
None
Item 4. Submission of Matters to a Vote
of Security Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended August
31, 2008.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit
Number
|
Description
of Exhibit
|
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Hammer
Handle Enterprises, Inc.
|
|
Date:
|
October
10, 2008
|
By: /s/ David
Price
David Price
Title: Chief
Executive Officer and
Director
|