VRDT (VRDT) 10-Q 2009 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 10-Q

______________________

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008

q TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM  ____________________  TO  ____________________

Commission File number: 000-52677

WINWHEEL BULLION, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-3773798
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

4695 MacArthur Court, 11th Floor, Newport Beach, California 92660

(Address of principal executive offices)

202-536-5191

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.    

 Yes   x        No   q

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	q	Accelerated filer	q
Non-accelerated filer	q	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  q      No  x

As of February 13, 2009, the registrant had 3,400,726 shares of its Common Stock outstanding.

TABLE OF CONTENTS

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

	Part I – Financial Information
Item 1	Condensed Financial Statements
	Condensed Balance Sheets as of December 31, 2008 and March 31, 2008	3
	Condensed Statements of Operations for the Three and Nine Months Ended December 31, 2008, and 2007 and for the Period from Inception, August 19, 1999, through December 31, 2008	4
	Condensed Statements of Cash Flows for the Nine Months Ended December 31, 2008, and 2007 and the Period from Inception, August 19, 1999, through December 31, 2008	5
	Notes to the Condensed Financial Statements	6
Item 2	Management’s Discussion and Analysis or Plan of Operation	7
Item 3	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4	Controls and Procedures	9
	Part II – Other Information
Item 1	Legal Proceedings	11
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	11
Item 3	Defaults Upon Senior Securities	11
Item 4	Submission Of Matters To A Vote Of Security Holders	11
Item 5	Other Information	11
Item 6	Exhibits	11

2

ITEM 1  

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

	December 31,  2008			March 31, 2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	37		$	737
Accounts receivable, net		-			4,734
Total current assets		37			5,471
Property and equipment, net		-			1,193
Total assets	$	37		$	6,664
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued liabilities	$	131,709		$	168,206
Related party payable		18,608			9,254
Notes payable to shareholder		-			4,000
Notes payable to affiliate		61,000			42,500
Interest payable to shareholder		3,221			933
Deferred revenue		16,205			17,015
Total current liabilities		230,743			241,908
Shareholders' deficiency:
Preferred stock, par value $0.001, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, par value $0.001, 95,000,000 shares authorized, 3,400,726 shares issued and outstanding		3,401			3,401
Paid-in capital		8,273,839			8,273,839
Deficit accumulated during the development stage		(8,507,946	)		(8,512,484	)
Total shareholders' deficiency		(230,706	)		(235,244	)
Total liabilities and shareholders' deficiency	$	37		$	6,664

The accompanying notes are an integral part of these unaudited condensed financial statements

3

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended						For the Period August 19, 1999  (Inception ) to
	December 31,						December 31,						December 31,
	2008			2007			2008			2007			2008
Revenue	$	-		$	2,624		$	811		$	15,052			371,611
General and administrative expenses		(9,354	)		(12,789	)		(32,302	)		(77,655	)		(6,736,019	)
Impairment of long lived assets		-			-			(855	)		-			(855	)
Impairment ofloan receivable		-			-			-			-			(130,000	)
Total expenses		(9,354	)		(12,789	)		(33,157	)		(77,655	)		(6,866,874	)
Income (Loss) from operations		(9,354	)		(10,165	)		(32,346	)		(62,603	)		(6,495,263	)
Interest expense		(1,286	)		(241	)		(2,989	)		(4,090	)		(546,028	)
Other income		31,073			-			39,873			-			39,873
Loss on conversion of shareholder debt		-			-			-			-			(1,506,528	)
Net income (loss)	$	20,433		$	(10,406	)	$	4,538		$	(66,693	)	$	(8,507,946	)
Basic and dilutedloss per share	$	-		$	-		$	-		$	-
Weighted average sharesoutstanding		3,400,726			3,400,726			3,400,726			3,400,726

The accompanying notes are an integral part of these unaudited condensed financial statements

4

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended						From Inception to
	December 31,			December 31,			December 31,
	2008			2007			2008
Cash flows from operating activities:
Net loss	$	4,538		$	(66,693	)	$	(8,507,946	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		338			1,581			52,789
Impairment of long lived assets		855			-			855
Impairment of loan receivable		-			-			130,000
Accrued interest payable converted to equity		-			1,412			209,817
Common stock issued for services		-			-			123,599
Loss on conversion of stockholder debt to common stock		-			-			1,506,528
Expenses paid by shareholder and affiliate		-			-			636,796
Payables and services converted to common stock		-			-			770,674
Changes in operating assets and liabilities:
Accounts receivable, trade		4,734			4,500			-
Accounts payable and accrued liabilities		(36,497	)		8,950			140,963
Interest payable to affiliates		2,288			79			338,978
Deferred revenue		(810	)		(4,890	)		16,205
Net cash used in operating activities		(24,554	)		(55,061	)		(4,580,742	)
Cash flows from investing activities:
Purchase of property and equipment		-			-			(53,644	)
Loan receivable		-			-			(130,000	)
Net cash used in investing activities		-			-			(183,644	)
Cash flows from financing activities:
Proceeds from former and present parent company		9,354			22,822			669,299
Proceeds from notes payable-other		-			-			385,000
Proceeds from notes payable-shareholder		-			6,700			1,815,650
Proceeds from notes payable to affiliates		18,500			25,200			2,564,191
Payments on notes payable to affiliates		-			-			(141,000	)
Payments on notes payable-other		-			-			(338,018)
Payments on notes payable-shareholder		(4,000	)		-			(190,699	)
Net cash provided by financing activities		23,854			54,722			4,764,423
Net increase (decrease) in cash and cash equivalents		(700	)		(339	)		37
Cash and cash equivalents, beginning of period		737			339			-
Cash and cash equivalents, end of period	$	37		$	-		$	37

The accompanying notes are an integral part of these unaudited financial statements

5

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

The accompanying unaudited condensed financial statements of Winwheel Bullion, Inc. (the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the interim period ended December 31, 2008 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending March 31, 2009. In the opinion of the Company’s management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation. The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements in the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. SFAS 161 will be effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company is currently evaluating the potential impact of the adoption of SFAS 161 on the Company’s financial statements.

In April 2008, the FASB issued FASB Staff Position No. 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets." The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of an asset under SFAS 141(R) and other U.S. generally accepted accounting principles FSP 142-3 applies to intangible assets that are acquired individually or with a group of other assets acquired in business combinations and asset acquisitions. FSP 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact of FSP 142-3 on its financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The Company is currently evaluating the impact of SFAS 162.

NOTE 2 - RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company sustained income of $20,433 and loss of $10,406 for the three months ended December 31, 2008 and 2007, respectively.  The Company had an accumulated deficit of $8,507,946 at December 31, 2008.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company is highly dependent on its ability to continue to obtain investment capital and loans from an affiliate and shareholder in order to fund the current and planned operating levels.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital and loans from an affiliate and shareholder to sustain its current level of operations.  No assurance can be given that the Company will be successful in these efforts.

6

NOTE 4 - NOTES PAYABLE - AFFILLIATES

Martin consultants, Inc. periodically provided loans to the Company for working capital needs. Martin Consultants, Inc. is 100% owned by Jeffrey Martin, a previous majority shareholder of the Company. Activity for the years ended March 31, 2008 and nine months ended December 31, 2008 is as follows:

Balance at March 21, 2007	$	-
Issued		42,500
Balance at March 31, 2008		42,500
Issued		18,500
Balance at December 31, 2008	$	61,000

From the time of change in control of the Company, Martin Consultants, Inc. and Jeffrey Martin have agreed to forgo any further interest payments and the Company owes no interest to Martin Consultants, Inc.

Since the change in control of the Company, Winwheel Bullion, LLC, the majority shareholder of the Company, periodically provided loans to the Company for working capital needs. Winwheel Bullion, LLC is a 100% owned by Sungjin Kim.  Activity for three months ended December 31, 2008 is as follows:

Balance at March 31, 2008	$	9,254
Issued		9,354
Balance at December 31, 2008	$	18,608

The notes issued to Winwheel Bullion, LLC are payable on demand and bears interest at the rate of 8% per year.  

NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid and income taxes paid:

During the three months ended December 31, 2008, no interest payments were made.  The Company has made no payments for income taxes during this period.  

NOTE 6 - SUBSEQUENT EVENTS

None.

NOTE 7 - IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for Impairment on Disposal on Long-lived Assets", the Company reviews for Impairment of long-lived assets whenever events or circumstances indicate that the carrying amount of assets may not be recoverable.  The Company considers the carrying value of assets may not be recoverable based upon its review of the following events or changes in circumstances: the asset's ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant industry or economic trends.  An impairment of $855 was recognized on long lived assets during the nine months ended December 31, 2008.

NOTE 8 - STOCKHOLDERS' EQUITY

On May 5, 2008, the Company's board of directors by unanimous written consent authorized one for ten reverse split.  Accordingly, all references to numbers of common shares and per share data in the accompanying financial statements have been adjusted to reflect the reverse stock split on a retroactive basis.  Concurrent with the reverse stock split, the board of directors authorized an increase in common shares from 50,000,000 to 95,000,000.

ITEM 2   

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" IN THIS “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA" AND THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

7

Plan of Operation

The Company formerly known as Skreem Entertainment Corp./Diversified Global Holdings, Inc. has been changed to Winwheel Bullion, Inc. (“WWB” or “The Company”).  The Company is a development stage company that was incorporated in Delaware on July 30, 2008 and is located in the State of California. With the change of officers and director of the Company associated with change in control of majority shareholder as noted in 8K filings dated August 11, 2008, August 15, 2008, and September 12, 2008, incorporated as though fully set forth herein, the director and officers, in the best interest of the Company, have changed the business of the Company to land development. The Company has been actively pursuing potential projects and funding but there has been no concrete determinations at this time. With the world economic issues and status, the efforts of the Company are more challenging but will continue to pursue in efforts to build business and bring in income generating activities.

Results of Operations for the Three Months Ended December 31, 2008 as Compared to the Three Months Ended December 31, 2007.

Revenues –

The Company recorded no revenue for the three months ended December 31, 2008.

General and Administrative Expenses –

General and administrative expenses decreased by $3,435 to $9,354 for the three months ended December 31, 2008 from $12,789 for the corresponding period in the prior year. This increase is primarily attributable to a decrease in delivery expenses, a decrease in professional and consulting fees and a decrease in other general and administrative expenses.

Interest Income and Expense –

For the three months ended December 31, 2008, the Company recorded interest expense in the amount of $1,286.  This compares with interest expense on notes payable of $241 for the three months ended December 31, 2007.

Other Income –

For the three months ended December 31, 2008, the Company recorded income of $31,073.

Results of Operations for the Nine Months Ended December 31, 2008 as Compared to the Nine Months Ended December 31, 2007.

Revenues –

The Company recorded revenue for the nine months ended December 31, 2008 is $811.

General and Administrative Expenses –

General and administrative expenses decreased by $45,353 to $32,302 for the nine months ended December 31, 2008 from $77,655 for the corresponding period in the prior year. This decrease is primarily attributable to a decrease in delivery expenses, a decrease in professional and consulting fees and a decrease in other general and administrative expenses.

Interest Income and Expense –

For the nine months ended December 31, 2008, the Company recorded interest expense in the amount of $2,989.  This compares with interest expense on notes payable of $4,090 for the nine months ended December 31, 2007.

Other Income –

For the nine months ended December 31, 2008, the Company recorded income of $39,873.

Liquidity and Capital Resources

As of December 31, 2008, the Company had cash of $37 and a deficit in working capital of $230,706.

	Nine Months Ended
	December 31, 2008			December 31, 2007
Cash used in operating activities	$	(24,554	)	$	(55,061	)
Cash used in investing activities		-			-
Cash provided by financing activities		23,854			54,722
Net changes to cash	$	(700	)	$	(339	)

Cash used in operations decreased by $30,507 to $24,554 for the nine months ended December 31, 2008 from $55,061 for the corresponding prior period. The decrease is attributable to decreases in delivery expenses, professional and consulting fees and other general and administrative expenses.

Cash used in investing activities for the nine months ended December 31, 2008 and 2007 was $0.    

Cash provided from financing activities for the nine months ended December 31, 2008 was $23,854.

8

GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company sustained income of $20,433 and losses of $10,406 for the three months ended December 31, 2008 and 2007, respectively.  The Company had an accumulated deficit of $8,507,946 at December 31, 2008.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company is highly dependent on its ability to continue to obtain investment capital and loans from an affiliate and shareholder in order to fund the current and planned operating levels.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital and loans from an affiliate and shareholder to sustain its current level of operations.  No assurance can be given that the Company will be successful in these efforts.

OUR BUSINESS IS SUBJECT TO MANY RISK FACTORS, INCLUDING THE FOLLOWING (REFERENCES TO "OUR," "US," "WE," AND WORDS OF SIMILAR MEANING) IN THESE RISK FACTORS REFER TO THE

COMPANY.

WE HAVE NOT PAID ANY CASH DIVIDENDS IN THE PAST AND HAVE NO PLANS TO ISSUE CASH DIVIDENDS IN THE FUTURE, WHICH COULD CAUSE THE VALUE OF OUR COMMON STOCK TO HAVE A LOWER VALUE THAN OTHER SIMILAR COMPANIES WHICH DO PAY CASH DIVIDENDS.

We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.

IT IS MORE DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES BECAUSE WE ARE NOT, AND MAY NEVER BE, ELIGIBLE FOR NASDAQ OR ANY NATIONAL STOCK EXCHANGE.

We are not presently, nor is it likely that for the foreseeable future we will be, eligible for inclusion in NASDAQ or for listing on any United States national stock exchange.  To be eligible to be included in NASDAQ, a company is required to have not less than $4,000,000 in net tangible assets, a public float with a market value of not less than $5,000,000, and a minimum bid price of $4.00 per share. At the present time, we are unable to state when, if ever, we will meet the NASDAQ application standards.  Unless we are able to increase our net worth and market valuation substantially, either through the accumulation of surplus out of earned income or successful capital raising financing activities, we will never be able to meet the eligibility requirements of NASDAQ.  As a result, it will more difficult for holders of our common stock to resell their shares to third parties or otherwise, which could have a material adverse effect on the liquidity and market price of our common stock.

SUNGJIN KIM OWNS INDIRECTLY THROUGH RELATED PARTIES APPROXIMATELY 79.3% OF OUR OUTSTANDING COMMON STOCK, AND HAS SIGNIFICANT INFLUENCE OVER OUR CORPORATE DECISIONS, AND AS A RESULT, IF YOU INVEST IN US, YOUR ABILITY TO AFFECT CORPORATE DECISIONS WILL BE LIMITED.

Sungjin Kim holds 2,700,000 shares of our common stock indirectly through Winwheel Bullion, LLC, representing approximately 79.3% of the outstanding shares of our common stock.  Accordingly, Mr. Kim will have significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control even after such conversion and exercise by other investors, as Mr. Kim will likely continue to be our largest shareholder. The interests of Mr. Kim may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, potential investors should take into account the fact that any vote of shares purchased will have limited effect on the outcome of corporate decisions.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a “smaller reporting company,” this item is inapplicable.

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and acting Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending September 30, 2008 covered by this Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

9

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management is still in the process of evaluating its internal controls over financial reporting, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this on-going evaluation, management has concluded that the Company’s internal control over financial reporting were not effective as of December 31, 2008 under the criteria set forth in the Internal Control—Integrated Framework.  The determination was made partially due to the small size of the company and a lack of segregation of duties.

10

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None

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

None

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS

Number	Description
3.1 (1)	Articles of Incorporation, as Amended
3.2 (1)	Bylaws
31.1 (2)	Certification of Chief Executive Officer of Winwheel Bullion, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (2)	Certification of Chief Financial Officer of Winwheel Bullion, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (2)	Certification of Chief Executive Officer of Winwheel Bullion, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 (2)	Certification of Chief Financial Officer of Winwheel Bullion, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

_______________

(1)	Previously filed with the form 8-K filed on April 7, 2004 and is incorporated herein by reference.
(2)	Field herewith

11

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

	WINWHEEL BULLION, INC.
Date: February 12, 2009	By:	/s/ Sungjin Kim
		Sungjin Kim
		Chief Executive Officer
Date: February 12, 2009	By:	/s/ Inho Cho
		Inho Cho
		Interim Chief Financial Officer