VRDT Corp - FORM 10-K - April 28, 2011

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - VRDT Corp	ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - VRDT Corp	ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - VRDT Corp	ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - VRDT Corp	ex32-1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2011 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 or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices)

Registrant’s telephone number: (202) 536-5191

Securities registered pursuant to Section 12(b) of the Act:

Title of each class __________________________________________________________________		Name of each exchange on which registered ________________________________________________________________
None		None

Securities registered pursuant to Section 12(g) of the Act:

Title of Class

Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o

No x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o

No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes o

No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-accelerated Filer o

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o

No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Shares Outstanding 3,700,726

TABLE OF CONTENTS

		Page

PART I. Item 1.	Business	3

Item 1.A.	Risk Factors	4

Item 1.B.	Unresolved Staff Comments	4

Item 2.	Properties	4

Item 3.	Legal Proceedings	6

Item 4.	Submission of Matters to a Vote of Securities Holders	6

PART II. Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	6

Item 6.	Selected Financial Data	7

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 8.	Financial Statements and Supplementary Data	10

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	23

Item 9A.	Controls and Procedures	23

Item 9B.	Other Information	24

PART III. Item 10.	Directors, Executive Officers and Corporate Governance	24

Item 11.	Executive Compensation	26

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26

Item 13.	Certain Relationships and Related Transactions, and Director Independence	27

Item 14.	Principal Accounting Fees and Services	27

PART IV. Item 15.	Exhibits, Financial Statement Schedules	28

		Signatures		29

		Exhibits		30

FORWARD LOOKING STATEMENTS

This report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate”, “expects”, “intends”, “plans”, “believes”, “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements for Winwheel Bullion, Inc. Such discussion represents only the best present assessment from our Management.

PART I

Item 1. Business

General Overview

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 became registered 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.

The Company reports its business under the following SIC Code:

SIC Code Description

9532 Administration of Urban Planning and Community and Rural Development.

Our corporate headquarters are located at 4695 MacArthur Court, 11th Floor, Newport Beach, California 92660. The Company does not have a website.

Employees

As of March 31, 2011, the Company had no employees.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s Web site at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Patents and Trademarks

None.

Item 1A. Risk Factors

The following important factors among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere by management from time to time.

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.

We do not have substantial cash resources and if we cannot raise additional funds or generate more revenues, we will not be able to pay our vendors and will probably not be able to continue as a going concern.

As of March 31, 2011, our available cash balance was $101. We will need to raise additional funds to pay outstanding vendor invoices and execute our business plan. Our future cash flows depend on our ability to enter into, and be paid under, contracts with merchants to provide our online layaway services. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other convertible securities, which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations.

Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets and the fact that we have not been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

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 March 31, 2010, 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.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. In addition, if we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current and may adversely affect any market for, and the liquidity of, our common stock.

Public company compliance may make it more difficult for us to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

There is currently no liquid trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

To date there has not been a liquid trading market for our common stock. We cannot predict how liquid the market for our common stock might become. As soon as is practicable after becoming eligible, we anticipate applying for listing of our common stock on either the NYSE Amex Equities, The NASDAQ Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards for any of these exchanges, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remains quoted on the OTC Bulletin Board or is suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

Furthermore, for companies whose securities are quoted on the OTC Bulletin Board, it is more difficult (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies and (iii) to obtain needed capital.

Our common stock is currently considered a “penny stock,” which may make it more difficult for our investors to sell their shares.

Our common stock is currently considered a “penny stock” and may continue in the future to be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Since our securities are subject to the penny stock rules, investors may find it more difficult to dispose of our securities.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

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 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company’s principal executive offices are located at 4695 MacArthur Court, 11th Floor, Newport Beach, California. This office space is used by the Company’s executive management team. There is no charge for the space as it is provided by Mr. Kim as it is his personal office. The Company believes that the current facilities are suitable for its current needs.

Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Common Equity

Market Information

The Company’s common stock is traded on the NASDAQ OTC Bulletin Board under the symbol “WWBU.OB.” As of March 31, 2011, the Company’s common stock was held by 198 shareholders of record, which does not include shareholders whose shares are held in street or nominee name.

The Company’s shares commenced trading on or about February 7, 2007. The following chart is indicative of the fluctuations in the stock prices:

	For the Year Ended				For the Year Ended
	March 31, 2011				March 31, 2010
	High		Low		High		Low

First Quarter	$	0.25	$	0.13	$	0.51	$	0.15
Second Quarter	$	0.20	$	0.16	$	0.51	$	0.20
Third Quarter	$	0.16	$	0.16	$	0.60	$	0.20
Fourth Quarter	$	0.30	$	0.11	$	0.35	$	0.11

The Company’s transfer agent is OTC Stock Transfer, Inc. of Salt Lake City, Utah.

Dividend Distributions

We have not historically and do not intend to distribute dividends to stockholders in the foreseeable future.

Securities authorized for issuance under equity compensation plans

The Company does not have any equity compensation plans.

Penny Stock

Our common stock is considered "penny stock" under the rules the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

- contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

- contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; contains

a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

- contains a toll-free telephone number for inquiries on disciplinary actions;

- defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

- contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

- bid and offer quotations for the penny stock;

- the compensation of the broker-dealer and its salesperson in the transaction;

- the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and

- monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

Related Stockholder Matters

None.

Purchase of Equity Securities

On May 5, 2008, the Board of Directors authorized a one for ten reverse split of its common stock. Concurrent with the reverse split, the Board of Directors authorized an increase in common shares from 50,000,000 to 95,000,000.

Item 6. Selected Financial Data.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

This report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate”, “expects”, “intends”, “plans”, “believes”, “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for Winwheel Bullion, Inc. Such discussion represents only the best present assessment from our Management.

DESCRIPTION OF COMPANY:

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 registered 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.

The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-K.

COMPARISON OF THE YEAR ENDED MARCH 31, 2011 TO THE YEAR ENDED MARCH 31, 2010

Results of Operations

Overview

There were no revenues for the years ended March 31, 2011 and 2010.

Total operating expenses increased to $104,987 for the year ended March 31, 2011 from $68,109 for the year ended March 31, 2010. This $36,878 or 54.1% increase was primarily attributable to stock-base compensation, $79,500, offset by the decrease in professional and consulting expenses.

Liquidity and Capital Resources

As of March 31, 2011, the Company had cash of $101 and a deficit in working capital of $290,452. Net loss was $115,118 for the year ended March 31, 2011. The Company generated a negative cash flow from operations of $48,460 for the year ended March 31, 2011. The negative cash flow from operating activities for the period is primarily attributable to the Company's decrease in accounts payable and accrued liabilities, $7,000 offset by the issuance of stock-based compensation, $79,500. The increase in financing activities is primarily attributable to the Company’s proceeds from notes payable – stockholder, $48,523.

	For the Years Ended
	March 31
	2011			2010

Cash used in operating activities	$	(48,460	)	$	(48,302	)
Cash used in investing activities	$	-		$	-
Cash provided by financing activities	$	48,523		$	47,734
Net changes in cash	$	63		$	(568	)

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 $115,118 and $73,636 for the years ended March 31, 2011 and 2010, respectively. The Company had an accumulated deficit of $8,708,192 at March 31, 2011. 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.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:

Revenue Recognition

Allowance for uncollectible accounts

Impairment of long-term asset

Fair value of Stock-based compensation

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, the price to the customer is fixed, collectability is reasonably assured and title and risk of ownership is passed to the customer, which is usually upon delivery.

Product Warranty Reserves

Not applicable.

Inventories

Not applicable.

Allowance for Uncollectible Accounts

We are required to estimate the collectability of our trade receivables. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past due balances. In order to assess the collectability of these receivables, we perform ongoing credit evaluations of our customers' financial condition. Through these evaluations we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. The reserve requirements are based on the best facts available to us and are reevaluated and adjusted as additional information is received. Our reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but are not limited to, current economic trends, historical payment and bad debt write-off experience. We are not able to predict changes in the financial condition of our customers and if circumstances related to our customers deteriorate, our estimates of the recoverability of our receivables could be materially affected and we may be required to record additional allowances. Alternatively, if we provided more allowances than are ultimately required, we may reverse a portion of such provisions in future periods based on our actual collection experience.

Impairment of Long-Term Assets

In accordance with Accounting Standard Codification (ASC) 360-10, “Impairment or Disposal of 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.

Fair Value of Stock-based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 8. Financial Statements and Supplementary Data.

Index		Page

Reports of Independent Registered Public Accounting Firms		12
Financial Statements
	Balance Sheets	13
	Statements of Operations	14
	Statements of Stockholders’ Deficiency	15
	Statements of Cash Flows	16 – 17
Notes to Financial Statements		18 – 23

Randall N. Drake, CPA, P.A.

1981 Promenade Way

Clearwater, FL 33760

727.536.4863

Randall@RDrakeCPA.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Winwheel Bullion, Inc.

Newport Beach, California

We have audited the accompanying consolidated balance sheet of Winwheel Bullion, Inc., a development stage enterprise, as of March 31, 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended and the period August 19, 1999 (date of inception) through March 31, 2011. Winwheel Bullion, Inc.’s management is responsible for these financial statements. The financial statements of Winwheel Bullion, Inc., as of March 31, 2010, were audited by another auditor; whose report dated May 13, 2010 expressed an unqualified opinion with an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. Our opinion on the statement of operations, changes in stockholders' deficit and cash flows for the year ended March 31, 2010, insofar as it relates to amounts for the periods through March 31, 2010 including the period from August 19, 1999 (date of inception) through March 31, 2010 is based solely on the report of other auditors. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Winwheel Bullion, Inc. as of March 31, 2011 and the results of its operations and its cash flows for year then ended and for the period August 19, 1999 (date of inception) through March 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial statements and discussed in Note 3 of the accompanying consolidated financial statements, the Company has incurred significant recurring losses from operations since inception and is dependent on outside sources of financing for continuation of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

/s/ Randall N. Drake, CPA, P.A.

Randall N. Drake, CPA, P.A.

Clearwater, Florida

April 28, 2011

Board of Directors

Winwheel Bullion, Inc.

We have audited the accompanying balance sheets of Winwheel Bullion, Inc. as of March 31, 2010, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Winwheel Bullion, Inc. as of March 31, 2010, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses and working capital deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ CHOI, KIM & PARK, LLP

Los Angeles, California

April 28, 2011

Winwheel Bullion, Inc.
(A Development Stage Company)
Balance Sheets
March 31,

	2011			2010

ASSETS

Current assets
Cash	$	101		$	38
Prepaid expenses		3,472			2,982

Total current assets		3,573			3,020

Total assets	$	3,573		$	3,020

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
Notes payable to shareholder	$	141,079		$	-
Accounts payable and accrued expenses		147,498			154,498
Related party payable		1,680			94,236
Interest payable to shareholder		3,768			9,120

Total current liabilities		294,025			257,854

Total liabilities		294,025			257,854

Stockholders' deficiency
Preferred stock, $.001 par value, 5,000,000 shares
authorized; no shares issued or outstanding		-			-
Common stock, $.001 par value, 95,000,000 shares
authorized; 3,700,726 shares issued and outstanding		3,701			3,701
Additional paid-in capital		8,414,039			8,334,539
Accumulated deficit during the development stage		(8,708,192	)		(8,593,074	)

Total stockholders' deficiency		(290,452	)		(254,834	)

Total liabilities and stockholders' deficiency	$	3,573		$	3,020

See accompanying notes to financial statements.

Winwheel Bullion, Inc.

(A Development Stage Company)

Statements of Operations

	For the Years Ended						(Inception) to
	March 31,						March 31,
	2011			2010			2011

Sales	$	-		$	-		$	370,800
Cost of sales		-			-			-

Gross profit		-			-			370,800

General and administrative expenses (includes $79,500 of
stock-based compensation for the year ended March
31, 2011 and none for the other period presented)		104,987			68,109			6,936,440
Impairment of long-lived assets		-			-			855
Impairment of loan receivable		-			-			130,000
Total expenses		104,987			68,109			7,067,295

Loss from operations		(104,987	)		(68,109	)		(6,696,495	)

Other income (expense)
Interest expense		(10,131	)		(5,527	)		(562,058	)
Other income		-			-			56,889
Loss from conversion of
shareholder debt		-			-			(1,506,528	)

Net loss	$	(115,118	)	$	(73,636	)	$	(8,708,192	)


Basic and diluted loss per share	$	(0.03	)	$	(0.02	)

Weighted average shares outstanding		3,700,726			3,579,082

See accompanying notes to financial statements.

Winwheel Bullion, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficiency
For the Period August 19, 1999 (Inception) to March 31, 2011

								Deficit
								Accumulated
					Additional			During the			Total
	Common Stock				Paid-in			Development			Stockholders'
	Shares		Amount		Capital			Stage			Deficit

Balance at inception, August 19, 1999		-	$	-	$	-		$	-		$	-
Issuance of common stock		2,000		2		18			-			20
Net loss		-		-		-			(84,021	)		(84,021	)
				-
Balance at December 31, 1999		2,000		2		18			(84,021	)		(84,001	)
Net loss		-		-		-			(230,879	)		(230,879	)

Balance at December 31, 2000		2,000		2		18			(314,900	)		(314,880	)
Net loss		-		-		-			(494,816	)		(494,816	)

Balance at December 31, 2001		2,000		2		18			(809,716	)		(809,696	)
Net loss		-		-		-			(384,590	)		(384,590	)

Balance at December 31, 2002		2,000		2		18			(1,194,306	)		(1,194,286	)
Reclassification of debt to equity		4,300		4		1,581,979			-			1,581,983
Net loss		-		-		-			(736,364	)		(736,364	)

Balance at December 31, 2003		6,300		6		1,581,997			(1,930,670	)		(348,667	)
Net loss		-		-		-			(205,994	)		(205,994	)

Balance at March 31, 2004		6,300		6		1,581,997			(2,136,664	)		(554,661	)
Net loss		-		-		-			(1,592,469	)		(1,592,469	)

Balance at March 31, 2005		6,300		6		1,581,997			(3,729,133	)		(2,147,130	)
Net loss		-		-		-			(1,376,529	)		(1,376,529	)

Balance at March 31, 2006		6,300		6		1,581,997			(5,105,662	)		(3,523,659	)
Shares issued for services		88,285		88		123,511			-			123,599
Expenses paid by related party		-		-		515,000			-			515,000
Stock issued as dividend		2,636,564		2,637		(2,637	)		-			-
Conversion of SKRM Interactive
payable to equity		-		-		4,382,718			-			4,382,718
Net loss		-		-		-			(1,810,502	)		(1,810,502	)

Balance at March 31, 2007		2,731,149		2,731		6,600,589			(6,916,164	)		(312,844	)
Stock issued for debt		669,577		670		1,673,250						1,673,920
Net loss		-		-		-			(1,596,320	)		(1,596,320	)

Balance at March 31, 2008		3,400,726		3,401		8,273,839			(8,512,484	)		(235,244	)
Net loss		-		-		-			(6,954	)		(6,954	)

Balance at March 31, 2009		3,400,726		3,401		8,273,839			(8,519,438	)		(242,198	)
Conversion of Martin debt		300,000		300		60,700						61,000
Net loss		-		-		-			(73,636	)		(73,636	)

Balance at March 31, 2010		3,700,726		3,701		8,334,539			(8,593,074	)		(254,834	)
Stock-based compensation - Non-Emp.						79,500						79,500
Net loss		-		-		-			(115,118	)		(115,118	)

Balance at March 31, 2011		3,700,726	$	3,701	$	8,414,039		$	(8,708,192	)	$	(290,452	)

See accompanying independent auditors report and notes to financial statements.

Winwheel Bullion, Inc.
(A Development Stage Company)
Statements of Cash Flows


							For the Period
							August 19, 1999
	For the Year Ended						(Inception) to
	March 31,						March 31,
	2011			2010			2011

Cash flows used in operating activities:
Net loss	$	(115,118	)	$	(73,636	)	$	(8,708,192	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		-			-			52,789
Impairment of long-lived assets		-			-			855
Impairmrnt of loan receivable		-			-			130,000
Accrued interest payable converted to equity		-			-			209,817
Issuance of warants for services		79,500			-			79,500
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
Payable and services converted to common stock		-			-			770,674
Changes in operating assets and liabilities:								-
Prepaid Expenses		(490	)		(2,982	)		(3,472	)
Accounts payable and accrued liabilities		(7,000	)		22,789			156,752
Interest payable to shareholder		(5,352	)		5,527			339,525
Net cash used in operating activities		(48,460	)		(48,302	)		(4,704,829	)

Cash flows used in 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		-			-			697,193
Proceeds from notes payable - other		-			-			385,000
Proceeds from notes payable - shareholder		48,523			47,734			1,911,907
Proceeds from notes payable - affiliate		-			-			2,564,191
Payments on notes payable - other		-			-			(338,018	)
Payments on notes payable - shareholder		-			-			(190,699	)
Payments on notes payable - affiliate		-			-			(141,000	)
Net cash provided by financing activities		48,523			47,734			4,888,574

Net increase (decrease) in cash		63			(568	)		101

Cash at beginning of period		38			606			-

Cash at end of period	$	101		$	38		$	101


See accompanying notes to financial statements.

Winwheel Bullion, Inc.
(A Development Stage Company)
Statements of Cash Flows (Continued)

					For the Period
					August 19, 1999
	For the Year Ended				(Inception) to
	March 31,				March 31,
	2011		2010		2011

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-	$	-	$	-

Cash paid for taxes	$	-	$	-	$	-

Non-cash investing and financing activities:

Conversion of related party payable to notes payable to shareholder	$	141,079	$	-	$	141,079

Conversion of notes payable to common stock		-		61,000		61,000

See accompanying notes to financial statements.

WINWHEEL BULLION, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 and 2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and 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 registered 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.

Recent Accounting Pronouncements

In January 2010, the FASB issued ASC Update 2010-01, “Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash” (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASCU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Codification (“ASC”) Update 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary”. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASCU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued, and the Company adopted, ASC Update No. 2010-05, “Escrowed Share Arrangements and the Presumption of Compensation” (ASCU No. 2010-05”). ASCU No. 2010-05 codifies the SEC staff’s views on escrowed share arrangements which historically has been that the release of such shares to certain shareholders based on performance criteria is presumed to be compensatory. When evaluating whether the presumption of compensation has been overcome, the substance of the arrangement should be considered, including whether the transaction was entered into for a reason unrelated to employment, such as to facilitate a financing transaction. In general, in financing transactions the escrowed shares should be reflected as a discount in the allocation of proceeds. In debt financings the discounts are to be amortized using the effective interest method, while discounts on equity financings are not generally amortized. As it relates to future financings, the adoption of this update may have an effect on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASC Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” which updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update becomes effective for the Company with the interim and annual reporting period beginning November 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting periods beginning November 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company’s consolidated financial statements.

In August 2010, the FASB issued Accounting Standards Update 2010-21, "Accounting for Technical Amendments to Various SEC Rules and Schedules". This Accounting Standards Update amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026; Technical Amendments to Rules, Forms, Schedules and Codifications of Financial Reporting Policies. Management does not expect this update to have a material effect on the Company's financial statements.

In July 2010, the FASB issued Accounting Standards Update ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The main objective of ASU 2010-20 is to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. This Update is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The amendments in this Update affect all entities with financing receivables, excluding short-term trade accounts receivable or receivables measured at fair value or lower of cost or fair value. The effect likely will be less significant for many commercial and industrial entities whose financing receivables are primarily short-term trade accounts receivable. For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2011. The Company does not expect adopting this statement to have a material impact on its results of operations, financial position or cash flows at the date of adoption.

In February 2010, the FASB issued Accounting Standards Update 2010-09, "Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements." This FASB retracts the requirement to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or were available to be issued. ASU 2010-09 is effective for interim and annual financial periods ending after February 24, 2010, and has been applied with no material impact on the Company's financial statements.

In September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13). It updates the existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance in EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update; however, we do not expect the adoption of this update to have a material impact on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (ASU) 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value of such liability using one or more of the techniques prescribed by the update. The adoption of this guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued new guidance codified in ASC Topic 105, which establishes the FASB Accounting Standards Codification (“Codification”) to become the single source of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative generally accepted accounting principles for SEC registrants. All existing accounting standards are superseded as described in ASC Topic 105. All other accounting literature not included in the Codification is nonauthoritative. This guidance is effective for interim and annual periods ending after September 15, 2009. The adoption of this guidance did not have a significant impact on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued guidance related to the accounting for transfers of financial assets codified primarily in ASC Topic 860, “Transfers and Servicing.” This guidance requires entities to provide more information about transfers of financial assets and a transferor’s continuing involvement, if any, with transferred financial assets. It also requires additional disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASC Topic 860 eliminates the concept of a qualifying special-purpose entity and changes the requirements for de-recognition of financial assets. This Topic is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010. The company is currently evaluating the impact that the adoption of ASC Topic 860 will have on the reporting of its financial results.

In May 2009, the FASB issued new guidance codified primarily in ASC Topic 855, “Subsequent Events.” This guidance was issued in order to establish principles and requirements for reviewing and reporting subsequent events and requires disclosure of the date through which subsequent events are evaluated and whether the date corresponds with the time at which the financial statements were available for issue (as defined) or were issued. This guidance is effective for interim reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on the consolidated financial statements. Refer to Note XX, “Subsequent Events,” for the required disclosures in accordance with ASC Topic 855.

In April 2009, the FASB issued new guidance codified primarily in ASC Topic 825, “Financial Instruments.” This guidance requires an entity to provide disclosures about fair value of financial instruments in interim financial information and is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have a material impact on the consolidated financial statements. Refer to Note 5, “Fair Value of Financial Instruments,” for the disclosures required in accordance with this guidance.

Management believes that any other recently issued but not yet effective accounting pronouncements, if adopted, will not have a material effect on the Company’s present or future consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the website and property and equipment, valuation of warrant and beneficial conversion feature debt discounts, valuation of share-based payments and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.

The Company places its temporary cash investments with financial institutions insured by the FDIC.

Concentration of credit risk with respect to trade receivables are limited due to the Company’s current conditions. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.

Impairment of Long-Term Assets

In accordance with ASC 360-10, “Impairment or Disposal of 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.

Revenue Recognition

The Company recognizes revenue on our products in accordance with the Securities Exchange Commission (SEC) Staff Accounting Bulletin No. 104, (which superseded Staff Accounting Bulletin No. 101) “Revenue Recognition in Financial Statements”. Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of product has occurred, the sales price to the buyer is fixed or determinable and collectibility is reasonably assured. We accrue a provision for estimated returns concurrent with revenue recognition.

Stock-Based Compensation

Net Earnings (Loss) Per Share

In accordance with ASC 260, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of preferred stock, convertible debentures, stock options and warrant common stock equivalent shares which are not utilized when the effect is anti-dilutive.

Segment Information

In accordance with the provisions of ASC 280, “Segment Reporting,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of March 31, 2010.

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 $115,118 and $73,636 for the years ended March 31, 2011 and 2010, respectively. The Company had an accumulated deficit of $8,708,192 and $8,593,074 at March 31, 2011 and 2010, respectively. 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:

	March 31,
	2011		2010

Prepaid insurance	$	3,472	$	2,982

Total prepaid expenses	$	3,472	$	2,982

Accounts payable consists of the following:

	March 31,
	2011		2010

Vendors	$	147,498	$	154,498

Total accounts payable	$	147,498	$	154,498

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 years ended March 31, 2011 and 2010 is 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 March 31, 2010	$	-

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 in 2008, Winwheel Bullion Holdings, LLC (“WBHLLC”, formerly known as Winwheel Bullion, LLC), the majority shareholder of the Company, periodically provided undocumented advances to the Company for working capital needs. WBHLLC is 100% owned by Sungjin Kim. On February 11, 2011, the Company and WBHLLC consolidated the outstanding balance of the advances, $125,596, and the accrued interest, $15,483, as of December 31, 2010, into a one year convertible note with interest to accrue at 12% per annum. The note is convertible at the option of WBHLLC into 881,744 shares of common stock of the Company, or a pro rata thereof if repayments have been made, based on the conversion price of $0.16, which was equal to the 10 day VWAP at the time of the execution of the note. The accrued interest is convertible into common stock at the rate of $0.16 per share. Activity for the years ended March 31, 2011 and 2010 are as follows:

Interest expense for the advances / notes payable was $13,899 and $5,527 for the years ended March 31, 2011 and 2010, respectively.

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 as of March 31, 2011 and 2010. WBHLLC maintains business interests in other ventures outside of the Company. Additionally, as discussed in Note 5 – Notes Payable, the Company owes WBHLLC $141,079 as of March 31, 2011, $1,680 and $94,236 for advances as of March 31, 2011 and 2010, respectively. The Company has accrued interest payable to WBHLLC of $3,768 and $9,120 as of March 31, 2011 and 2010, respectively (see Note 5).

NOTE 7 – 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

On May 5, 2008, the Company’s board of directors by unanimous written constent authorized 5,000,000 shares of preferred stock at $0.001 par value. As of March 31, 2011, no shares have been issued or are outstanding.

Warrants

The Company has granted warrants to non-employee individuals and entities. Warrant activity for non-employees for the year ended March 31, 2011 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Warrants		Price		Terms		Value

Outstanding at March 31, 2010		-	$	-
Granted		500,000	$	0.16
Exercised		-	$	-
Exchanged for shares			$	-
Expired		-	$	-

Outstanding at March 31, 2011		500,000	$	0.16		4.87	$	70,000

Exercisable at March 31, 2011		500,000	$	0.16		4.87	$	70,000

Weighted Average Grant Date Fair Value			$	0.16

On February 18, 2011, the Company granted 500,000 warrants to five non-employees. The warrants were valued at $0.159 per warrant or $79,500 using a Black-Scholes option-pricing model with the following assumptions:

Stock Price	$0.16
Expected Term	5 Years
Expected Volatility	252.35%
Dividend Yield	0
Risk Free Interest Rate	1.125%

The expected term equals the contractual terms for this non-employee grant. The volatility is based on comparable volatility of other companies since the Company was not yet trading and had no historical volatility. The Company recognized a loss of $79,500, which is included in operations.

NOTE 8 – INCOME TAX

No provisions were made for income taxes for the years ended March 31, 2011 and 2010 as the Company had cumulative operating losses. For the years ended March 31, 2011 and 2010, the Company incurred net losses for tax purposes of $115,118 and $73,636, respectively. The Company believes that the net operating loss carried forward at the time of the change of control has been negated. Therefore, the income tax expense (benefit) differs from the amount computed by applying the United States Statutory corporate income tax rate as follows:

	For the Year Ended
	March 31,
	2011			2010

United States statutory corporate income tax rate		34.0	%		34.0	%
Change in valuation allowance on deferred tax assets		-34.0	%		-34.0	%

Provision for income tax		0.0	%		0.0	%

Deferred income taxes reflect the tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. The components of the deferred income tax assets are approximately as follows:

	March 31,
	2011			2010

Net operating loss carry forwards	$	1,944,712		$	1,932,602
Valuation allowance		(1,944,712	)		(1,932,602	)

Net deferred income tax assets	$	-		$	-

The Company has established a full valuation allowance on its deferred tax asset because of a lack of sufficient positive evidence to support its realization. The valuation allowance increased by $35,618 and $73,636 for the years ended March 31, 2011 and 2010, respectively.

The Company has a net operating loss carryover of $116,208 to offset future income tax. The operating losses expire as follows:

March 31,
2025	$	356,410
2026		816,390
2027		840,921
2028		1,777,044
2029		209,839
2030		73,636
2031		35,618
	$	4,109,858

NOTE 9 – EARNINGS PER SHARE

The Company presents both basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the year. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the year which is calculated using the treasury stock method for stock options and assumes conversion of the Company’s convertible notes. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on EPS and, accordingly, are excluded from the calculation.

NOTE 10 – SUBSEQUENT EVENTS

The Company entered into a preliminary Letter of Intent to begin negotiations with Verdant Industries, Inc. to acquire various assets and liabilities of Verdant.

The Company has evaluated events from March 31, 2011 through the date whereupon the financial statements were issued and has determined that there are no additional items to disclose.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Interim 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 year ending March 31, 2011 covered by this Form 10-K. 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 March 31, 2011 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.

Changes in Internal Control over Financial Reporting

Except as set forth above, 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.

Item 9B. Other Information.

On June 23, 2009, Sungjin Kim resigned as Chief Executive Officer and Director to focus on other business activities that support the Company as third parties.

On June 23, 2009, Inho Cho resigned as Interim Chief Financial Officer to pursue other career options.

On June 23, 2009, the Board of Directors appointed Stephen V. Williams as Chief Executive Officer and Director of the Company. Mr. Williams has served as Chairman of the Board of Directors of Alternative Construction Technologies, Inc. (ACCY.OB). He is a retired Colonel from the Georgia National Guard and a retired Senior Captain from Northwest Airlines.

On June 23, 2009, the Board of Directors appointed Bruce Harmon as Interim Chief Financial Officer and Director. Mr. Harmon has served as CFO, Corporate Controller and/or Director for Alternative Construction Technologies, Inc. (ACCY.OB), Accelerated Building Concepts Corporation (ABCC.OB), Organa Technologies Group, Inc. (OGNT.PK), SinoFresh HealthCare, Inc. (SFSH.OB) and ViroGroup, Inc. (NASDAQ: VIRO). He currently also serves as CFO and Director of eLayaway, Inc. (ELAY.OB). Mr. Harmon has a Bachelors of Science degree in Accounting from Missouri State University.

On June 23, 2009, the Board of Directors appointed Dr. Mervyn M. Dymally as a Director for the Company. He is the Director of the Urban Health Institute at Charles Drew University. Dr. Dymally is a former California Assemblyman, State Senator, Lt. Governor and United States Congressman. Dr. Dymally has also served as a foreign affairs consultant in Africa, Asia and the Caribbean and currently serves as Honorary Consul to the Republic of Benin in West Africa. On July 20, 2010, Dr. Dymally resigned as a Director to pursue other career options.

On July 23, 2010, the Board of Directors appointed Steven W. Youschak as a Director for the Company. He is currently the Primary Consultant for the Development of a Steam Reforming Project in the Tri-State Area of Arizona.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information with respect to persons who are serving as directors and officers of the Company. Each director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified.

			HELD POSITION
NAME	AGE	POSITION	SINCE

Sungjin Kim	52	Chief Executive Officer	9/12/2008 (a)
		Director	8/15/2008 (a)
Stephen V. Williams	62	CEO and Director	6/23/2009
Inho Cho	59	Interim Chief Financial Officer	9/12/2008 (a)
Bruce Harmon	52	Interim Chief Financial Officer and Director	6/23/2009
Mervyn M. Dymally	85	Director	6/23/2009 (b)
Steven W. Youschak	46	Director	7/23/2010
David Price	47	Secretary	8/15/2008

(a) Resigned on June 23, 2009.
(b) Resigned on July 20, 2010.

Biography of Directors and Officers

STEPHEN V. WILLIAMS, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Williams was appointed as CEO of the Company in June 2009. Previously, he was the Chairman of the Board of Directors of Alternative Construction Technologies, Inc. (ACCY.OB) which specialized in “green” structural insulated panels (SIPs) for commercial and residential structures, developer of homes, schools, commercial buildings, churches, strip malls, modular buildings and other applications. Mr. Williams is a veteran and retired as a Lt. Colonel in the Georgia Air National Guard. He served as a fighter pilot (F-15 Eagle) and also was a commercial airline pilot, senior flight instructor pilot and FAA designated flight examiner with Northwest Airlines. He has a Bachelors degree in Political Science from the University of Georgia.

BRUCE HARMON, INTERIM CHIEF FINANCIAL OFFICER. Mr. Harmon is the Interim CFO. He was named Interim CFO in June 2009. Mr. Harmon was instrumental in the public registration of SinoFresh HealthCare, Inc. (SFSH.OB) in 2003, Alternative Construction Technologies, Inc. (ACCY.OB) in 2006, Accelerated Building Concepts Corporation (ABCC.OB) in 2007, and eLayaway, Inc. (ELAY.OB). He served as CFO and Director of SHSH.OB, ACCY.OB, ABCC.OB and Organa Technologies Group, Inc. (OGNT.PK). He currently is serving as CFO and Director of ELAY.OB. Mr. Harmon owns Lakeport Business Services, Inc. and serves as a corporate consultant to various companies. Mr. Harmon holds a B.S. degree in Accounting from Missouri State University.

STEVEN YOUSCHAK, DIRECTOR. Mr. Youschak is currently the Primary Consultant for the Development of a Steam Reforming Project in the Tri-State Area of Arizona, Nevada, and California. The plant will produce DME and further refine it into Biodiesel and Jet Fuel. Mr. Youschak is also the Primary Consultant working with a Mongolian development group to build a DME/biodiesel refining plant in the Southern Gobi Desert. The biomass for this plant will come from a tree plantation that will be planted over the next three years. Mr. Youschak was previously Vice President of the Environmental Products Division (EPD) & head of International Business Development for Hoffinger Industries, Inc. which manufactures high-rate permanent media filtration systems used for commercial / industrial and municipal drinking water and wastewater systems. EPD systems are known worldwide for use with large commercial swimming pools, theme parks and Olympic swimming venues. Mr. Youschak was instrumental in negotiating and installing the EPD water systems currently installed in San Pablo City, Laguna, Philippines; the complete filtration system for the National Aquatics Training Center in Xi’an, China; the water filtration plant at the Vinh Loc Industrial Park, Ho Chi Minh City, Vietnam and the complete seawater filtration system on St. John’s Island, Singapore (the world’s largest indoor commercial aquaculture facility); and other similar systems in the region. Prior to EPD, he was the Marine Division Manager for Universal Aqua Technologies, Inc (UAT) in Torrance, California which manufactures high-quality commercial water bottling machinery, commercial, industrial & municipal reverse osmosis desalination systems and other commercial water equipment. He is trained in Plant Construction and Management, Systems Project Management and has a BS from the University of New Hampshire.

DAVID PRICE, ESQ., SECRETARY. Mr. Price was appointed Secretary of the Company in August 2008. He is a principal of Top Tier, LLC, a Washington, D.C. law firm specializing in representing small public companies with his practice focused on corporate law, securities matters, internal investigations, white collar issues and arbitration / mediations. Mr. Price has Bar affiliations with Maryland, United States District Court (Maryland and District of Columbia), United States Court of Appeals, 4th Circuit, and the Supreme Court of the United States. He is a member of Corporate Lawyer’s Association, Euro-American Lawyers Group, Association of U.S. Securities Attorneys, and the American Bar Association. Mr. Price received his Bachelor of Arts degree from the University of Maryland and his Juris Doctor from Antioch (DC) School of Law.

Our directors are elected at the annual meeting of the shareholders, with vacancies filled by the Board of Directors, and serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.

Indemnification of Directors and Officers

Delaware Corporation Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred to directors and officers of the Company. The rights to indemnification and to the advancement of expenses are subject to the requirements of the 1940 Act to the extent applicable.

Furthermore, the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Committees of the Board of Directors

None.

Item 11. Executive Compensation.

Our directors do not receive any stated salary for their services as directors or members of committees of the board of directors, but by resolution of the board, a fixed fee may be allowed for attendance at each meeting. Directors may also serve the company in other capacities as an officer, agent or otherwise, and may receive compensation for their services in such other capacity. Upon their election to the board, non-employee directors will be paid with stock options and/or warrants of the Company. No such fees have been paid to any director since incorporation. Reasonable travel expenses are reimbursed.

The following table sets forth all the compensation earned by the person serving as the Chief Executive Officer (Named Executive Officer) and each other executive officer during the calendar years ended March 31, 2010 and 2009.

										Non-Equity		Non-qualified
								Option /		Incentive		Deferred
Name and						Stock		Warrant		Plan		Compensation		All Other
Principal Position	Year	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total

Sunjin Kim, CEO	2010	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Inho Cho, Interim CFO	2010	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Stephen V. Williams, CEO	2010	$	-	$	-	$	-	$	15,900	$	-	$	-	$	-	$	15,900
	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Bruce Harmon, Interim CFO	2010	$	-	$	-	$	-	$	15,900	$	-	$	-	$	-	$	15,900
	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
David Price, Secretary	2010	$	-	$	-	$	-	$	15,900	$	-	$	-	$	-	$	15,900
	2009	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of our shares of voting stock as of March 31, 2011 by: (i) each person who is known by us to beneficially own more than 5% of the issued and outstanding shares of common stock; (ii) the Chairman and Chief Executive Officer; (iii) the directors; and (iv) all of the executive officers and directors as a group. Unless otherwise indicated, the persons named below have sole voting and investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable.

	Amount and Nature of
Name and Address of Beneficial Owner (1) (2)	Beneficial Ownership	Percent

Sungjin Kim, CEO and Director (4) (5)	1,800,000	43.89%
Stephen V. Williams, CEO and Director (6)	100,000	2.44%
Bruce Harmon, Interim CFO and Director (7)	100,000	2.44%
Steven W. Youschak, Director	100,000	2.44%
David Price, Secretary (3)	100,000	2.44%

(1) Unless otherwise noted, the address of each person or entity listed is c/o Winwheel Bullion, Inc.,

(2) Applicable percentage of ownership is based on 4,100,726 shares of our common stock outstanding (as defined below)

as of March 31, 2011. Beneficial ownership is determined in accordance with rules of the Securities and Exchange

Commission and means voting or investment power with respect to securities. Shares of our common stock issuable

upon the exercise of stock options and/or warrants exercisable currently or within 60 days of March 31, 2011 are

deemed ooutstanding and to be beneficially owned by the person holding such option for purposes of computing such

person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage of

ownerhisp of any other person. Beneficial ownership amounts for Messrs. Williams, Harmon, Youschak and Price

include 100,000 shares for each person that may be acquired upon the exercise of warrants issued to each person

in February 2011.

(3) Mr. Price's address is 1915 Eye Street, N.W., Washington, D.C. 20006.

(4) Includes shares owned by Winwheel Bullion Holdings, LLC.

(5) Resigned June 23, 2009.

(6) Reflects warrants owned by Pilot Management Group, LLC, which is owned and controlled by Stephen V. Williams.

(7) Reflects warrants owned by Lakeport Business Services, Inc., which is owned and controlled by Bruce Harmon.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

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.

Item 14. Principal Accounting Fees and Services.

Audit Fees

The Company has paid $10,000 and $21,000 for its quarterly financial reviews, Form 10-Q reviews, and Form 10-K reviews for 2011 and 2010, respectively. The Company has paid $5,000 and $20,000 for its annual financial audits for 2011 and 2010, respectively.

Tax Fees

The Company’s taxes are prepared internally therefore no fees have been paid associated with tax preparation.

All Other Fees

The Company has no other related fees.

The Company’s Audit Committee has an Audit Committee Charter with the appropriate policies and procedures regarding approvals. The Audit Committee has approved of all items disclosed in this section.

The Company’s auditors for the year ended March 31, 2011 and 2010 are Randall Drake, C.P.A., P.A., located in Clearwater, Florida, and Choi, Kim & Park, LLP, located in Los Angeles, California, respectively.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Financial Statements

See Item 8. Financial Statements and Supplementary Data.

Exhibits

See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

3.1 Articles of Incorporation, as Amended*

3.2 Bylaws*

31.1	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	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	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	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.**

* Previously filed with the Form 8-K filed on April 7, 2007 and is incorporated herein by reference.

** Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Stephen V. Williams		April 28, 2011
Stephen V. Williams, Chief Executive Officer		Date

/s/ Bruce Harmon		April 28, 2011
Bruce Harmon, Interim Chief Financial Officer		Date

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

/s/ Stephen V. Williams		April 28, 2011
Stephen V. Williams, Director		Date

/s/ Bruce Harmon		April 28, 2011
Bruce Harmon, Director		Date

/s/ Steven Youschak		April 28, 2011
Steven Youschak, Director		Date

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