WEDOTALK INC. - Quarter Report: 2009 May (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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[X] |
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended May 31, 2009 | |
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[ ] |
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period __________ to __________ | |
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Commission File Number: 333-148545 |
Hammer Handle Enterprises, Inc.
(Exact name of small business issuer as specified in its charter)
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Nevada |
N/A |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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1212 Haida Avenue, Saskatoon, Saskatchewan, Canada S7M 3W7 |
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(Address of principal executive offices) |
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(206) 202-3226 |
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(Issuer’s telephone number) |
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_______________________________________________________________ |
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(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.
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[ ] Large accelerated filer Accelerated filer |
[ ] Non-accelerated filer |
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[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 July 13, 2009.
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TABLE OF CONTENTS |
Page | |
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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Our unaudited financial statements included in this Form 10-Q are as follows:
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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 May 31, 2009 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 May 31, 2009 and November 30, 2008
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ASSETS |
May 31,
2009 |
November 30,
2008 | |||
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(unaudited) |
(audited) | ||||
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Current assets |
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Cash |
$ | 3,184 | $ | 5,286 | |
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Accounts receivable |
-0- | -0- | |||
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Prepaid expenses |
-0- | 1,667 | |||
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Total current assets |
3,184 | 6,953 | |||
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TOTAL ASSETS |
$ | 3,184 | $ | 6,953 | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable and accrued liabilities |
$ | 6,928 | $ | 9,303 | |
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Advances from director – Note 5 |
8,500 | -0- | |||
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TOTAL LIABILITIES |
15,428 | 9,303 | |||
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STOCKHOLDERS’ DEFICIT: |
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Common stock, $.001 par value, 50,000,000 shares authorized, 1,670,000 shares issued and outstanding |
1,670 | 1,670 | |||
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Additional paid in capital |
69,330 | 69,330 | |||
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Deficit accumulated during the exploration stage |
(83,244) | (73,350) | |||
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Total stockholders’ deficit |
(12,244) | (350) | |||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ | 3,184 | $ | 6,953 | |
See accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three months and six months ended May 31, 2009 and 2008
Period from June 29, 2007 (Inception) to May 31, 2009
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Three months ended
May 31, 2009 |
Three months ended
May 31, 2008 |
Six months ended
May 31, 2009 |
Six months ended
May 31, 2008 |
Period from June 29, 2007 (Inception) to
May 31, 2009 | ||||||||||
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Revenues |
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Disposition of mining property interest |
$ | 0- | $ | 0- | $ | 0- | $ | 0- | $ | 2,000 | ||||
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General and administrative expenses: |
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Professional fees |
2,276 | 16,782 | 8,019 | 25,715 | 47,696 | |||||||||
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Bad debt |
-0- | -0- | 2,000 | -0- | 2,000 | |||||||||
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Foreign exchange gain(loss) |
-0- | -0- | (32 | -0- | 1,950 | |||||||||
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Exploration costs |
-0- | 3,737 | -0- | 10,047 | 18,547 | |||||||||
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Other |
140 | 2,910 | 1,907 | 5,512 | 15,051 | |||||||||
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Total general and administrative |
2,416 | 21,259 | 11,894 | 41,274 | 85,244 | |||||||||
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Net loss |
$ | ( 2,416) | $ | (23,429) | $ | (9,894) | $ | (41,274) | $ | (83,244) | ||||
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Net loss per share: |
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Basic and diluted |
$ | (0 .00) | $ | (0 .00) | $ | ( 0.01) | $ | ( 0.01) | ||||||
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Weighted average shares outstanding: |
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Basic and diluted |
1,670,000 | 1,670,000 | 1,670,000 | 1,670,000 | ||||||||||
See accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
Period from June 29, 2007 (Inception) to May 31, 2009
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Common stock |
Additional
paid-in |
Deficit
accumulated
during the
exploration |
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Shares |
Amount |
capital |
stage |
Total | ||||||||||
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Issuance of common stock for cash to founders |
1,200,000 | $ | 1,200 | $ | 22,800 | $ | - | $ | 24,000 | |||||
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Issuance of common stock for cash at $ .10 per share |
470,000 | 470 | 46,530 | 47,000 | ||||||||||
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Net loss for the period |
- | - | - | (14,393) | (14,393) | |||||||||
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Balance, November 30, 2007 |
1,670,000 | 1,670 | 69,330 | (14,393) | 56,607 | |||||||||
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Net loss for the period |
- | - | - | (58,957) | (58,957) | |||||||||
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Balance, November 30, 2008 |
1,670,000 | 1,670 | 69,330 | (73,350) | (2,350) | |||||||||
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Net loss for the period |
- | - | - | (9,894) | (9,894) | |||||||||
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Balance, May 31, 2009 |
1,670,000 | $ | 1,670 | $ | 69,330 | $ | (83,244) | $ | (12,244) | |||||
See accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
Six months ended May 31, 2009 and 2008
Period from June 29, 2007 (Inception) to May 31, 2009
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Six months ended
May 31, 2009 |
Six months ended
May 31, 2008 |
Period from
June 29, 2007
(Inception) to
May 31, 2009 | ||||||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
$ | (9,894) | $ | (41,274) | $ | (83,244) | ||
| Change in non-cash working capital items | ||||||||
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Prepaid expenses |
1,667 | (6,667) | -0- | |||||
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Accounts receivable |
-0- | |||||||
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Accounts payable and accrued liabilities |
(2,375) | 5,252 | 6,928 | |||||
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CASH FLOWS USED IN OPERATING ACTIVITIES |
(10,602) | (42,689) | (76,316) | |||||
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CASH FLOWS USED IN INVESTING ACTIVITIES |
-0- | -0- | -0- | |||||
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from director |
8,500 | -0- | 8,500 | |||||
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Proceeds from sales of common stock |
-0- | -0- | 71,000 | |||||
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
8,500 | -0- | 79,500 | |||||
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NET INCREASE (DECREASE) IN CASH |
(2,102) | (42,689) | 3,184 | |||||
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Cash, beginning of period |
5,286 | 60,607 | -0- | |||||
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Cash, end of period |
$ | 3,184 | $ | 17,918 | $ | 3,184 | ||
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Interest paid |
$ | - | $ | - | $ | - | ||
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Income taxes paid |
$ | - | $ | - | $ | - | ||
See accompanying notes to financial statements.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009
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 10-K. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading 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 2008 as reported in Form 10-K, 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.
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. As of November 30, 2008,
Hammer Handle had not received payment of the amount receivable, and given the current economic situation, management determined that a provision should be made for the full amount of the receivable as uncollectible.
The Company is still pursuing this plan but to date it has not been able to raise additional funds through either debt or equity offerings. Without this additional cash it has been unable to pursue our plan of operations and commence generating revenue. As a result of the foregoing, the Company has recently begun to explore our options regarding
the development of a new business plan and direction.
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.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, and advances from a director. 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.
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 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.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES (continued)
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.
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 $83,244 as of May 31, 2009. 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.
NOTE 4 – INCOME TAXES
For the period ended May 31, 2009, 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 $83,500 at May 31, 2009, and will begin to expire in
the year 2027.
HAMMER HANDLE ENTERPRISES INC.
(A EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2009
NOTE 4 – INCOME TAXES (continued)
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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2009 | ||
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Deferred tax asset attributable to: |
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Net operating loss carryover |
$ | 28,500 |
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Valuation allowance |
(28,500) | |
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Net deferred tax asset |
$ | - |
NOTE 5- ADVANCES FROM DIRECTOR
The advances from a director of the company are non-interest bearing and are due on demand.
NOTE 6 – 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 7 – 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 8- SUBSEQUENT EVENT
On June 3, 2009, the Company’s Board of Directors approved a 10-1 forward split of our issued and outstanding common shares. Upon effectiveness of the forward split, the Company’s issued and outstanding common shares will increase from 1,670,000 shares to 16,700,000 shares outstanding. The Company is currently
awaiting final approval from FINRA as to the date that the forward split will become effective.
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 six months ended May 31, 2009 and period from inception to May 31, 2009
We did not earn any revenues from our inception (June 29, 2007) through the period ending May 31, 2009. 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 $2,416 for the three months and $11,894 for the six months ended May 31, 2009, and $83,244 from our inception on June 29, 2007 to May 31, 2009. The operating expenses for the three months ended May 31, 2009 primarily included professional fees in the amount of
$2,276 ($16,782 in 2008) and, and other costs of $140 ($1,907 in 2008). For the six months ended May 31, 2009, operating expenses included professional fees of $16,782 ($25,715 in 2008) and other costs of $2,910 ($5,512 in 2008).
The operating expenses for the period from our inception on June 29, 2007 to May 31, 2009 primarily included professional fees in the amount of $47,696, exploration expenses in the amount of $ 18,547,
and other expenses in the amount of $ 15,051. The professional fees consist of legal fees and accounting fees.
We incurred a net loss in the amount of $2,416 ($23,429 in 2008) for the three months and $9,894 ($41,274 in 2008) for the six months ended May 31, 2009, and $83,244 from our inception on June 29, 2007 to May 31, 2009.
Liquidity and Capital Resources
As at May 31, 2009, we had a working capital deficit of $12,244. 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 May 31, 2009, 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 $80,828 as of May 31, 2009. 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.
We have recently begun to explore our options regarding the development of a new business plan and direction. We are currently engaged in discussions with a company regarding the possibility of a reverse triangular merger (the “Merger”) involving our company. At this stage, no definitive terms have been agreed to, and neither party
is currently bound to proceed with the Merger.
Subsequent Event
On June 3, 2009, our Board of Directors approved a 10-1 forward split of our issued and outstanding common shares. Upon effectiveness of the forward split our issued and outstanding common shares will increase from 1,670,000 shares to 16,700,000 shares outstanding. We are currently awaiting final approval from FINRA as
to the date that the forward split will become effective.
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 May 31, 2009. 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 May 31, 2009, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended May 31, 2009.
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 May 31, 2009.
Item 5. Other Information
None
Item 6. Exhibits
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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.
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Hammer Handle Enterprises, Inc. | |
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Date: |
July 15, 2009 |
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By: /s/ David Price
David Price
Title: Chief Executive Officer and Director |