VRDT Corp - FORM 10-Q/A - April 1, 2010

Attached files

file	filename
EX-32.1 - VRDT Corp	v179748_ex32-1.htm
EX-32.2 - VRDT Corp	v179748_ex32-2.htm
EX-31.1 - VRDT Corp	v179748_ex31-1.htm
EX-31.2 - VRDT Corp	v179748_ex31-2.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 10-Q/A

______________________

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

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009

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 January 29, 2010, the registrant had 3,700,726 shares of its Common Stock outstanding.

TABLE OF CONTENTS

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

	Part I – Financial Information
Item 1	Financial Statements
	Balance Sheets as of December 31, 2009 and March 31, 2009	3
	Statements of Operations for the Nine Months and Three Months Ended December 31, 2009, and 2008 and for the Period from Inception, August 19, 1999, through December 31, 2009	4
	Statements of Cash Flows for the Nine Months Ended December 31, 2009, and 2008 and the Period from Inception, August 19, 1999, through December 31, 2009	5
	Notes to the Financial Statements	7
Item 2	Management’s Discussion and Analysis or Plan of Operation	10
Item 3	Quantitative and Qualitative Disclosures about Market Risk	13
Item 4	Controls and Procedures	13
	Part II – Other Information
Item 1	Legal Proceedings	14
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Submission Of Matters To A Vote Of Security Holders	14
Item 5	Other Information	14
Item 6	Exhibits	14

ITEM 1

Winwheel Bullion, Inc.

(A Development Stage Company)

Balance Sheets

	December 31,			March 31,
	2009			2009
	(unaudited)

ASSETS

Current assets
Cash	$	333		$	606
Prepaid Expenses		6,247			-

Total current assets		6,580			606

Total assets	$	6,580		$	606

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
Accounts payable and accrued expenses	$	139,559		$	131,709
Related party payable		85,043			46,502
Notes payable to affiliate		-			61,000
Interest payable to shareholder		7,412			3,593

Total current liabilities		232,014			242,804

Total liabilities		232,014			242,804

Stockholders' Deficiency
Common stock, $.001 par value, 95,000,000 shares authorized; 3,700,726 and 3,400,726 shares issued and outstanding, respectively		3,701			3,401
Additional paid-in capital		8,334,539			8,273,839
Accumulated deficit during the development stage		(8,563,675	)		(8,519,438	)

Total Stockholders' Deficiency		(225,435	)		(242,198	)

Total Liabilities and Stockholders' Deficiency	$	6,579		$	606

See accompanying notes to financial statements.

Winwheel Bullion, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)

													For the Period
													August 19, 1999
	Three Months Ended						Nine Months Ended						(Inception) to
	December 31,						December 31,						December 31,
	2009			2008			2009			2008			2009

Sales	$	-		$	-		$	-		$	811		$	370,800
Cost of sales		-			-			-			-			-
Gross profit		-			-			-			811			370,800
General and administrative expenses		11,864			9,354			40,417			32,302			6,803,761
Impairment of long-lived assets		-			-			-			855			855
Impairment of loan receivable		-			-			-			-			130,000
Total expenses		11,864			9,354			40,417			33,157			6,934,616
Loss from operations		(11,864	)		(9,354	)		(40,417	)		(32,346	)		(6,563,816	)
Other income (expense)
Interest expense		(1,532	)		(1,286	)		(3,819	)		(2,989	)		(550,219	)
Other income		-			31,073			-			39,873			56,889
Loss from conversion of shareholder debt		-			-			-			-			(1,506,528	)
Net Income (Loss)	$	(13,396	)	$	20,433		$	(44,237	)	$	4,538		$	(8,563,675	)

Basic and diluted loss per share	$	(0.00	)	$	0.01		$	(0.01	)	$	0.00
Weighted average shares outstanding		3,700,726			3,400,726			3,539,271			3,400,726

See accompanying notes to financial statements.

Winwheel Bullion, Inc.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

							For the Period
							August 19, 1999
	Nine Months Ended						(Inception) to
	December 31,						December 31,
	2009			2008			2009

Cash flows from operating activities
Net income (loss)	$	(44,237	)	$	4,538		$	(8,563,675	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			338			52,789
Impairment of long-lived assets		-			855			855
Impairment of loan receivable		-			-			130,000
Accrued interest payable converted to equity		-			-			209,817
Common stock issued for services		-			-			123,599
Loss from conversion of stockholder debt to common stock		-			-			1,506,528
Expenses paid by stockholder and affiliate		-			-			636,796
Payables and services converted to common stock		-			-			770,674
Changes in operating assets and liabilities
Accounts receivable, net		-			4,734			-
Prepaid expenses		(6,247	)		-			(6,247	)
Accounts payable and accrued liabilities		7,849			(36,497	)		148,813
Interest payable to stockholder		3,819			2,288			343,169
Deferred revenue		-			(810	)		-
Net cash used in operating activities		(38,815	)		(24,554	)		(4,646,881	)

Cash flows from investing activities
Acquisition 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 parent company		-			9,354			697,193
Proceeds from notes payable - other		-			-			385,000
Proceeds from notes payable - stockholder		38,541			-			1,854,191
Proceeds from notes payable - affiliates		(61,000	)		18,500			2,503,191
Proceeds from conversion of debt to common stock		61,000			-			61,000
Payments on notes payable - other		-			-			(338,018	)
Payments on notes payable - stockholder		-			(4,000	)		(190,699	)
Payments on notes payable - affiliates		-			-			(141,000	)
Net cash provided by financing activities		38,541			23,854			4,830,858

Winwheel Bullion, Inc.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

							For the Period
							August 19, 1999
	Nine Months Ended						(Inception) to
	December 31,						December 31,
	2009			2008			2009

Net increase (decrease) in cash		(274	)		(700	)		333
Cash at beginning of period		606			737			-
Cash at end of period	$	332		$	37		$	333

Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-

See accompanying notes to financial statements.

WINWHEEL BULLION, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

The accompanying unaudited 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, 2009 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending March 31, 2010. 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 financial statements should be read in conjunction with the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recent Accounting Pronouncements

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP shall be effective for interim reporting periods ending after June 15, 2009. The Company does not have any fair value of financial instruments to disclose. In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FSP shall be effective for interim and annual reporting periods ending after June 15, 2009. The Company currently does not have any financial assets that are other-than-temporarily impaired.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, to address some of the application issues under SFAS 141(R). The FSP deals with the initial recognition and measurement of an asset acquired or a liability assumed in a business combination that arises from a contingency provided the asset or liability's fair value on the date of acquisition can be determined. When the fair value can-not be determined, the FSP requires using the guidance under SFAS No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss. This FSP was effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The adoption of this FSP has not had a material impact on our financial position, results of operations, or cash flows during the six months ended June 30, 2009.

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the "FASB Accounting Standards Codification" ("Codification") will become the source of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is effective for the Company's interim quarterly period beginning July 1, 2009. The Company does not expect the adoption of SFAS No. 168 to have an impact on the financial statements.

In June 2009, the Securities and Exchange Commission's Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations, and Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

In January 2009, the FASB issued FSP No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20” (FSP No. EITF 99-20-1). This FSP provided additional guidance with respect to how entities determine whether an “other-than-temporary impairment” (OTTI) exists for certain beneficial interests in a securitized transaction, such as asset-backed securities and mortgage-backed securities, that (1) do not have a high quality rating or (2) can be contractually prepaid or otherwise settled such that the holder would not recover substantially all of its investment. FSP No. EITF 99-20-1 amended EITF Issue No. 99-20 to more closely align its OTTI guidance with that of SFAS No. 115, “Accounting for Certain Investment in Debt and Equity Securities.” This FSP had no material impact on the Company’s financial statements.

NOTE 2 - RECLASSIFICATIONS

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

NOTE 3 - GOING CONCERN

The accompanying 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 $44,236 and $6,954 for the nine months ended December 31, 2009 and the year ended March 31, 2009, respectively. The Company had an accumulated deficit of $8,563,674 at December 31, 2009. 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.

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.

NOTE 4 – BALANCE SHEET DETAILS

Prepaid expenses consist of the following:

Prepaid insurance		$	6,247
Total prepaid expenses		$	6,247

Accounts payable consists of the following:

Vendors		$	139,559
Total accounts payable		$	139,559

NOTE 5 - NOTES PAYABLE

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 nine months ended December 31, 2009 and the year ended March 31, 2009 are as follows:

Balance at March 31, 2008	$	42,500
Issued		18,500
Balance at March 31, 2009		61,000
Converted to common stock		(61,000	)
Balance at December 31, 2009	$	-

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. In July 2009, the balance was converted to 300,000 shares of common stock of the Company.

Since the change in control of the Company, Winwheel Bullion Holdings, LLC (“WBHLLC”, formerly known as Winwheel Bullion, LLC), the majority shareholder of the Company, periodically provided loans to the Company for working capital needs. WBHLLC is 100% owned by Sungjin Kim. Activity for the nine months ended December 31, 2009 and the year ended March 31, 2009 are as follows:

Balance at March 31, 2008	$	9,254
Issued		37,248
Balance at March 31, 2009		46,502
Issued		38,541
Balance at December 31, 2009	$	85,043

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

NOTE 6 – RELATED PARTIES

WBHLLC is owned 100% by Sungjin Kim, who was the Chief Executive Officer and Director of the Company until his resignation on June 23, 2009. WBHLLC owns 48.6% of the Company. WBHLLC maintains business interests in other ventures outside of the Company. Additionally, as discussed in Note 4, the Company owes WBHLLC $85,043 as of December 31, 2009. The Company has accrued interest payable to WBHLLC of $7,412 as of December 31, 2009.

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

Common Stock

On July 28, 2009, the Company’s board of directors by unanimous written consent authorized the conversion of the $61,000 debt to Martin Consultants, Inc. to 300,000 shares of common stock of the Company (see Note 5).

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.

On September 5, 2007, the Company converted $167,392 of notes payable to Jeffrey D. Martin to 669,577 shares of common stock. The common stock issued in the conversion was valued at $0.25 per share, based on the quoted market price and the Company recognized a loss on the conversion of $1,506,528 in 2007.

Preferred Stock

The Company authorized 5,000,000 shares of preferred stock at $0.001 par value. As or December 31, 2009, no shares have been issued or are outstanding.

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. was a development stage company that was incorporated in Nevada on or about August 19, 1999 and was formed to promote, finance and manage artists and projects in the music industry. The stockholders of Skreem Entertainment Corp, on or about May 5, 2008, approved the name change from Skreem Entertainment Corp. to Diversified Global Holdings, Inc., approved a reverse split of ten shares of common stock for one share of common stock, and approved the increase of authorized capital to 100,000,000 consisting of 95,000,000 shares of common stock and 5,000,000 shares of preferred stock. On or about September 4, 2008, Skreem Entertainment Corp. changed to Diversified Global Holdings, Inc. with effective reverse split and increase of authorized capital. On or about August 11, 2008, there was a change in control as noted in Form 8-K dated August 19, 2008. The name of the Company was officially changed from Diversified Global Holdings, Inc. to Winwheel Bullion Inc. (“WWB” or the “Company”) as noted in Form 8-K dated October 20, 2008. The Company’s common stock is currently traded on the NASDAQ OTC Bulletin Board under the symbol “WWBU.OB” whereas prior to the name change traded as SKNT.OB. With the change of officers and director of the Company associated with change in control of majority shareholder as noted in Form 8-K filings dated August 19, 2008 and September 16, 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 is a development stage company that was incorporated in Delaware on August 1, 2008 and is located in the State of California. The Company has been pursuing potential projects and funding. 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, 2009 as Compared to the Three Months Ended December 31, 2008.

Overview

Total revenues did not change from $0 for the three months ended December 31, 2009 from $0 for the three months ended December 31, 2008.

Total operating expenses increased to $11,864 for the three months ended December 31, 2009 from $9,354 for the three months ended December 31, 2008. This $2,510 or 26.8% increase was primarily attributable to the increase in professional and consulting fees and insurance expenses.

Results of Operations for the Nine Months Ended December 31, 2009 as Compared to the Nine Months Ended December 31, 2008.

Overview

Total operating expenses increased to $40,417 for the nine months ended December 31, 2009 from $32,302 for the nine months ended December 31, 2008. This $8,115 or 25.1% increase was primarily attributable to the increase in professional and consulting fees and insurance expenses.

Liquidity and Capital Resources

As of December 31, 2009, the Company had cash of $333 and a deficit in working capital of $8,563,674. Net loss was $44,236 for the nine months ended December 31, 2009. The Company generated a negative cash flow from operations of $38,814 for the nine months ended December 31, 2009. The negative cash flow from operating activities for the period is primarily attributable to the Company's increase in prepaid expenses, $6,247, increase in accounts payable and accrued liabilities, $7,850, and interest payable to stockholder, $3,819. The increase in financing activities is attributable to the Company’s proceeds from its shareholder, $38,541.

	Nine Months Ended
	December 31, 2009			December 31, 2008
Cash used in operating activities	$	(38,814	)	$	(24,554	)
Cash used in investing activities		-			-
Cash provided by financing activities		38,541			23,854
Net changes to cash	$	(273	)	$	(700	)

Cash used in operations increased by $14,260 to $38,814 for the nine months ended December 31, 2009 from $24,554 for the corresponding prior period. The increase is attributable to increases in professional and consulting fees and other general and administrative expenses.

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 $0 and losses of $44,236 for the nine months ended December 31, 2009 compared to income of $811 and net income of $4,538 for the nine months ended December 31, 2008. The Company had an accumulated deficit of $8,563,674 at December 31, 2009. 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 48.6% 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 1,800,000 shares of our common stock indirectly through Winwheel Bullion Holdings, LLC (“WBHLLC”, formerly known as Winwheel Bullion, LLC), representing approximately 48.6% 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.

The Company has entered into indemnification agreements with the officers and directors and we may be required to indemnify our Directors and Officers, and if the claim is greater than $1,000,000, it may create significant losses for the Company.

We have authority under Delaware and California law to indemnify our directors and officers to the extent provided in that statute. Our Bylaws require the Company to indemnify each of our directors and officers against liabilities imposed upon them (including reasonable amounts paid in settlement) and expenses incurred by them in connection with any claim made against them or any action, suit or proceeding to which they may be a party by reason of their being or having been a director or officer of the company. We maintain officer's and director's liability insurance coverage with limits of liability of $1,000,000. Consequently, if such judgment exceeds the coverage under the policy, the Company may be forced to pay such difference. We have entered into indemnification agreements with each of our officers and directors containing provisions that may require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as officers or directors (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Management believes that such indemnification provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. We are subject to claims arising from disputes with employees, vendors and other third parties in the normal course of business. These risks may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time. If the plaintiffs in any suits against us were to successfully prosecute their claims, or if we were to settle such suits by making significant payments to the plaintiffs, our operating results and financial condition would be harmed. In addition, our organizational documents require us to indemnify our senior executives to the maximum extent permitted by Delaware and California law. If our senior executives were named in any lawsuit, our indemnification obligations could magnify the costs of these suits.

Future changes in financial accounting standards and other applicable regulations by various governmental regulatory agencies may cause lower than expected operating results and affect our reported results of operations.

Changes in accounting standards and their application may have a significant effect on our reported results on a going forward basis and may also affect the recording and disclosure of previously reported transactions. New standards have occurred and will continue to occur in the future. For example, in December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), as amended, “Share Based Payment” (“SFAS No. 123R”), which requires us to expense stock options at fair value effective January 1, 2006. Under SFAS No. 123R, the recognition of compensation expense for the fair value of stock options reduces our reported net income and net income per share subsequent to implementation; however, this accounting change will not have any impact on the cash flows of our business. Under the prior rules, expensing of the fair value of the stock options was not required and therefore, no compensation expense for stock options was included in reported net income and net income per share in fiscal 2006. The Company issued 100,000 shares of stock options in fiscal 2007, recognizing $24,150 of compensation expense. Any future issuances of stock options, in addition to the fiscal 2006 issuances, will cause additional compensation expense to be recognized. As of December 31, 2009, there are no outstanding stock options.

The Sarbanes-Oxley Act of 2002 and various new rules subsequently implemented by the Securities and Exchange Commission (“SEC”) and the NASDAQ National Market have imposed additional reporting and corporate governance practices on public companies.

In addition, if we do not adequately continue to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in the future, we may not be able to accurately report our financial results or prevent error or fraud, which may result in sanctions or investigation by regulatory authorities, such as the SEC. Any such action could harm our business, financial results or investors’ confidence in our company, and could cause our stock price to fall.

The nature of our businesses exposes us to the risk of litigation and liability under environmental, health and safety and product liability laws.

Certain aspects of our businesses involve risks of liability. In general, litigation in our industry, including class actions that seek substantial damages, arises with increasing frequency. Claims may be asserted under environmental, labor, health and safety or product liability laws. Litigation is invariably expensive, regardless of the merit of the plaintiffs’ claims. Given the general risks, as stated, there is a chance that the Company could be named as a defendant in the future, and there can be no assurance that regardless of the merit of such claims, we will not be required to make substantial settlement payments in the future.

If the Company decides to operate internationally, there are risks which could adversely affect operating results.

Currently, we have no projects, projections or foreign interest involving international operations. However, the Company may in the future, given the opportunity, decide to pursue projects, business, or otherwise conduct operations internationally. Doing business in foreign countries does subject the Company to additional risks, any of which may adversely impact future operating results, including:

•

international political, economic and legal conditions;

•

our ability to comply with foreign regulations and/or laws affecting operations and projects;

•

difficulties in attracting and retaining staff and business partners to operate internationally;

•

language and cultural barriers;

•

seasonal reductions in business activities and operations in the countries where our international projects are located;

•

integration of foreign operations;

•

potential adverse tax consequences; and

•

potential foreign currency fluctuations.

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 Interim Chief Financial Officer have 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 December 31, 2009, the end of the period covered by this report. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have 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. The Company does not have adequate staffing, and does not have proper segregation of duties.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2009, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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) Filed herewith

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: April 2, 2010	By:	/s/ Stephen V. Williams
		Stephen V. Williams
		Chief Executive Officer

Date: April 2, 2010	By:	/s/ Bruce Harmon
		Bruce Harmon
		Interim Chief Financial Officer

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