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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
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|X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
|_| 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 59-3608515
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
400 GODDARD, IRVINE, CALIFORNIA 92618-4610
(Address of principal executive offices)
424-201-0088
(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 |_|
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 file |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
As of November 19, 2008, the registrant had 3,400,682 shares of its Common Stock
outstanding.
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TABLE OF CONTENTS
WINWHEEL BULLION, INC.
(A DEVELOPMENT STAGE COMPANY)
PART I - FINANCIAL INFORMATION
Item 1 Condensed Financial Statements
Condensed Balance Sheets as of September 30, 2008 and March
31, 2008 3
Condensed Statements of Operations for the Three and Six
Months Ended September 30, 2008, and 2007 and for the Period
from Inception, August 19, 1999, through September 30, 2008 4
Condensed Statements of Cash Flows for the Six Months Ended
September 30, 2008, and 2007 and the Period from Inception,
August 19, 1999, through September 30, 2008 5
Notes to the Condensed Financial Statements 6
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Item 3 Quantitative and Qualitative Disclosures about Market Risk 10
Item 4 Controls and Procedures 10
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
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
SEPTEMBER 30,
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 $ 162,782 $ 168,206
Related party payable 9,254 9,254
Notes payable - shareholder -- 4,000
Notes payable - affiliate 61,000 42,500
Interest payable to shareholder 1,935 933
Deferred revenue 16,205 17,015
----------- -----------
Total current liabilities 251,176 241,908
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, 3,400,682 shares issued
and outstanding 3,401 3,401
Paid-in capital 8,273,839 8,273,839
Deficit accumulated during the development stage (8,528,379) (8,512,484)
----------- -----------
Total shareholders' deficiency (251,139) (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)
FOR THE PERIOD
AUGUST 19, 1999
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2008 2007 2008 2007 2008
----------- ----------- ----------- ----------- -----------
Revenue $ -- $ 5,533 $ 811 $ 12,429 $ 371,611
General and administrative
expenses (8,984) (33,335) (22,948) (64,866) (6,726,665)
Impairment of long
lived assets (855) -- (855) -- (855)
Impairment of
loan receivable -- -- -- -- (130,000)
----------- ----------- ----------- ----------- -----------
Total expenses (9,839) (33,335) (23,803) (64,866) (6,857,520)
----------- ----------- ----------- ----------- -----------
Loss from operations (9,839) (27,802) (22,992) (52,437) (6,485,909)
Interest expense (1,220) (2,437) (1,703) (3,849) (544,742)
Other income 8,800 -- 8,800 -- 8,800
Loss on conversion of
shareholder debt -- -- -- -- (1,506,528)
----------- ----------- ----------- ----------- -----------
Net loss $ (2,259) $ (30,239) $ (15,895) $ (56,286) $(8,528,379)
=========== =========== =========== =========== ===========
Basic and diluted
loss per share $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Weighted average shares
outstanding 3,400,682 2,913,062 3,400,682 2,822,585
=========== =========== =========== ===========
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)
FROM
SIX MONTHS ENDED INCEPTION TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2008 2007 2008
----------- ----------- -----------
Cash flows from operating activities:
Net loss $ (15,895) $ (56,286) $(8,528,379)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense 338 1,279 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 (5,424) (11,252) 172,036
Interest payable to affiliates 1,002 2,437 337,692
Deferred revenue (810) (3,955) 16,205
----------- ----------- -----------
Net cash used in operating activities (15,200) (39,361) (4,571,388)
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 parent company -- 22,822 659,945
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 11,500 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) (2,000) (190,699
----------- ----------- -----------
Net cash provided by financing activities 14,500 39,022 4,755,069
----------- ----------- -----------
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 or WWB) 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 September 30, 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 losses of
$8,984 and $30,239 for the six months ended September 30, 2008 and 2007,
respectively. The Company had an accumulated deficit of $8,535,104 at September
30, 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 a 100% owned by Jeffrey Martin, a
shareholder of the Company. Activity for the year ended March 31, 2008 and six
months ended September 30, 2008 is as follows:
Balance at March 21, 2007 $ -
Issued
42,500
-----------------
Balance at March 31, 2008 42,500
Issued 18,500
-----------------
Balance at June 30, 2008 $ 61,000
=================
The notes issued by Martin Consultants, Inc. are payable on demand, bears
interest at the rate of 8% per year and are secured by assets of the Company.
NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION
INTEREST PAID AND INCOME TAXES PAID:
During the three months ended September 30, 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 three months ended September 30, 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.
7
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.
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.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED
TO THE THREE MONTHS ENDED SEPTEMBER 30, 2007.
REVENUES -
The Company recorded no revenue for the three months ended September 30, 2008.
GENERAL AND ADMINISTRATIVE EXPENSES -
General and administrative expenses decreased by $24,351 to $8,984 for the three
months ended September 30, 2008 from $33,335 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 three months ended September 30, 2008, the Company recorded interest
expense in the amount of $1,220. This compares with interest expense on notes
payable of $2,437 for the three months ended September 30, 2007.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO
THE SIX MONTHS ENDED SEPTEMBER 30, 2007.
REVENUES -
The Company recorded no revenue for the six months ended September 30, 2008.
GENERAL AND ADMINISTRATIVE EXPENSES -
General and administrative expenses decreased by $41,918 to $22,948 for the six
months ended September 30, 2008 from $64,866 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 six months ended September 30, 2008, the Company recorded interest
expense in the amount of $1,703. This compares with interest expense on notes
payable of $3,849 for the six months ended September 30, 2007.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2008, the Company had cash of $37 and a deficit in working
capital of $251,139.
8
SIX MONTHS ENDED
-------------------------------------
SEPTEMBER 30, SEPTEMBER 30,
2008 2007
------------------ -----------------
Cash used in operating activities $ (15,200) $ (39,361)
Cash used in investing activities - -
Cash provided by financing activities 14,500 39,022
------------------ -----------------
Net changes to cash $ (700) $ (339)
================== =================
Cash used in operations decreased by $24,161 to $15,200 for the six months ended
September 30, 2008 from $39,361 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 six months ended September 30, 2008
and 2007 was $0. Cash provided from financing activities for the six months
ended September 30, 2008 was $14,500.
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 losses of
$2,259 and $30,239 for the three months ended September 30, 2008 and 2007,
respectively. The Company had an accumulated deficit of $8,528,379 at September
30, 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.
9
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.
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
September 30, 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: November 19, 2008 By: /s/ Sungjin Kim
-------------------------------
Sungjin Kim
Chief Executive Officer
Date: November 19, 2008 By: /s/ Inho Cho
-------------------------------
Inho Cho
Interim Chief Financial Officer
12