SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549










FORM
10-Q










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





FOR THE
QUARTERLY PERIOD ENDED DECEMBER 31, 2009





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





FOR THE
TRANSITION PERIOD FROM _____ TO_____





Commission
File number:000-52677





WINWHEEL
BULLION, INC.


(Exact
name of registrant as specified in its charter)




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





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


(Address
of principal executive offices)





202-536-5191


(Issuer’s
telephone number)




Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.    Yes  x      No   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer
                     ̈
                    Accelerated filer
                     ̈Non-accelerated
      filer
                     ̈
                    Smaller reporting company
                    x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x





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









TABLE
OF CONTENTS





WINWHEEL
BULLION, INC.


(A
DEVELOPMENT STAGE COMPANY)





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




2





ITEM 1





Winwheel
Bullion, Inc.


(A
Development Stage Company)


Balance
Sheets





December 31,
                
                
                March 31,2009
                
                
                2009(unaudited)ASSETSCurrent
      assetsCash
                
                $
                333
                
                
                $
                606Prepaid
      Expenses
                
                
                6,247
                
                
                
                -Total
      current assets
                
                
                6,580
                
                
                
                606Total
      assets
                
                $
                6,580
                
                
                $
                606LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilitiesAccounts
      payable and accrued expenses
                
                $
                139,559
                
                
                $
                131,709Related
      party payable
                
                
                85,043
                
                
                
                46,502Notes
      payable to affiliate
                
                
                -
                
                
                
                61,000Interest
      payable to shareholder
                
                
                7,412
                
                
                
                3,593Total
      current liabilities
                
                
                232,014
                
                
                
                242,804Total
      liabilities
                
                
                232,014
                
                
                
                242,804Stockholders'
      DeficiencyCommon
      stock, $.001 par value, 95,000,000 shares authorized; 3,700,726 and
      3,400,726 shares issued and outstanding, respectively
                
                
                3,701
                
                
                
                3,401Additional
      paid-in capital
                
                
                8,334,539
                
                
                
                8,273,839Accumulated
      deficit during the development stage
                
                
                (8,563,675
                )
                
                
                (8,519,438
                )Total
      Stockholders' Deficiency
                
                
                (225,435
                )
                
                
                (242,198
                )Total
      Liabilities and Stockholders' Deficiency
                
                $
                6,579
                
                
                $
                606





See
accompanying notes to financial statements.




3




Winwheel
Bullion, Inc.


(A
Development Stage Company)


Statements
of Operations


(unaudited)





For the PeriodAugust 19, 1999Three Months Ended
                                    
                                    
                                    Nine Months Ended
                                    
                                    
                                    (Inception) toDecember 31,
                                    
                                    
                                    December 31,
                                    
                                    
                                    December 31,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009Sales
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    811
                                    
                                    
                                    $
                                    370,800Cost
      of sales
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Gross
      profit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    811
                                    
                                    
                                    
                                    370,800General
      and administrative expenses
                                    
                                    
                                    11,864
                                    
                                    
                                    
                                    9,354
                                    
                                    
                                    
                                    40,417
                                    
                                    
                                    
                                    32,302
                                    
                                    
                                    
                                    6,803,761Impairment
      of long-lived assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    855
                                    
                                    
                                    
                                    855Impairment
      of loan receivable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    130,000Total
      expenses
                                    
                                    
                                    11,864
                                    
                                    
                                    
                                    9,354
                                    
                                    
                                    
                                    40,417
                                    
                                    
                                    
                                    33,157
                                    
                                    
                                    
                                    6,934,616Loss
      from operations
                                    
                                    
                                    (11,864
                                    )
                                    
                                    
                                    (9,354
                                    )
                                    
                                    
                                    (40,417
                                    )
                                    
                                    
                                    (32,346
                                    )
                                    
                                    
                                    (6,563,816
                                    )Other
      income (expense)Interest
      expense
                                    
                                    
                                    (1,532
                                    )
                                    
                                    
                                    (1,286
                                    )
                                    
                                    
                                    (3,819
                                    )
                                    
                                    
                                    (2,989
                                    )
                                    
                                    
                                    (550,219
                                    )Other
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    31,073
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    39,873
                                    
                                    
                                    
                                    56,889Loss
      from conversion of shareholder debt
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,506,528
                                    )Net
      Income (Loss)
                                    
                                    $
                                    (13,396
                                    )
                                    
                                    $
                                    20,433
                                    
                                    
                                    $
                                    (44,237
                                    )
                                    
                                    $
                                    4,538
                                    
                                    
                                    $
                                    (8,563,675
                                    )Basic
      and diluted loss per share
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    0.00Weighted
      average shares outstanding
                                    
                                    
                                    3,700,726
                                    
                                    
                                    
                                    3,400,726
                                    
                                    
                                    
                                    3,539,271
                                    
                                    
                                    
                                    3,400,726





See
accompanying notes to financial statements.




4




Winwheel
Bullion, Inc.


(A
Development Stage Company)


Statements
of Cash Flows


(unaudited)





For the PeriodAugust 19, 1999Nine Months Ended
                  
                  
                  (Inception) toDecember 31,
                  
                  
                  December 31,2009
                  
                  
                  2008
                  
                  
                  2009Cash
      flows from operating activitiesNet
      income (loss)
                  
                  $
                  (44,237
                  )
                  
                  $
                  4,538
                  
                  
                  $
                  (8,563,675
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  -
                  
                  
                  
                  338
                  
                  
                  
                  52,789Impairment
      of long-lived assets
                  
                  
                  -
                  
                  
                  
                  855
                  
                  
                  
                  855Impairment
      of loan receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  130,000Accrued
      interest payable converted to equity
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  209,817Common
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  123,599Loss
      from conversion of stockholder debt to common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,506,528Expenses
      paid by stockholder and affiliate
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  636,796Payables
      and services converted to common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  770,674Changes
      in operating assets and liabilitiesAccounts
      receivable, net
                  
                  
                  -
                  
                  
                  
                  4,734
                  
                  
                  
                  -Prepaid
      expenses
                  
                  
                  (6,247
                  )
                  
                  
                  -
                  
                  
                  
                  (6,247
                  )Accounts
      payable and accrued liabilities
                  
                  
                  7,849
                  
                  
                  
                  (36,497
                  )
                  
                  
                  148,813Interest
      payable to stockholder
                  
                  
                  3,819
                  
                  
                  
                  2,288
                  
                  
                  
                  343,169Deferred
      revenue
                  
                  
                  -
                  
                  
                  
                  (810
                  )
                  
                  
                  -Net
      cash used in operating activities
                  
                  
                  (38,815
                  )
                  
                  
                  (24,554
                  )
                  
                  
                  (4,646,881
                  )Cash
      flows from investing activitiesAcquisition
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (53,644
                  )Loan
      receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (130,000
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (183,644
                  )Cash
      flows from financing activitiesProceeds
      from parent company
                  
                  
                  -
                  
                  
                  
                  9,354
                  
                  
                  
                  697,193Proceeds
      from notes payable - other
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  385,000Proceeds
      from notes payable - stockholder
                  
                  
                  38,541
                  
                  
                  
                  -
                  
                  
                  
                  1,854,191Proceeds
      from notes payable - affiliates
                  
                  
                  (61,000
                  )
                  
                  
                  18,500
                  
                  
                  
                  2,503,191Proceeds
      from conversion of debt to common stock
                  
                  
                  61,000
                  
                  
                  
                  -
                  
                  
                  
                  61,000Payments
      on notes payable - other
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (338,018
                  )Payments
      on notes payable - stockholder
                  
                  
                  -
                  
                  
                  
                  (4,000
                  )
                  
                  
                  (190,699
                  )Payments
      on notes payable - affiliates
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (141,000
                  )Net
      cash provided by financing activities
                  
                  
                  38,541
                  
                  
                  
                  23,854
                  
                  
                  
                  4,830,858




5




Winwheel
Bullion, Inc.


(A
Development Stage Company)


Statements
of Cash Flows


(unaudited)





For the PeriodAugust 19, 1999Nine Months Ended
                      
                      
                      (Inception) toDecember 31,
                      
                      
                      December 31,2009
                      
                      
                      2008
                      
                      
                      2009Net
      increase (decrease) in cash
                      
                      
                      (274
                      )
                      
                      
                      (700
                      )
                      
                      
                      333Cash
      at beginning of period
                      
                      
                      606
                      
                      
                      
                      737
                      
                      
                      
                      -Cash
      at end of period
                      
                      $
                      332
                      
                      
                      $
                      37
                      
                      
                      $
                      333Supplemental
      disclosure of cash flow informationCash
      paid during the period for interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Taxes
      paid
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -





See
accompanying notes to financial statements.




6




WINWHEEL
BULLION, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2009


(Unaudited)





NOTE
1 - BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS





The
accompanying unaudited financial statements of Winwheel Bullion, Inc. (the
Company) have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-Q
and Article 10 of Regulation S-X. The results of operations for the interim
period ended December 31, 2009 shown in this report are not necessarily
indicative of results to be expected for the full fiscal year ending March 31,
2010. In the opinion of the Company’s management, the information contained
herein reflects all adjustments necessary for a fair presentation of the
Company’s results of operations, financial position and cash flows. We have
reclassified certain amounts previously reported in our financial statements to
conform to the current presentation. The unaudited interim financial statements
should be read in conjunction with the audited financial statements in the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009
and Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Recent
Accounting Pronouncements





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





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





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





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





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




7




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





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





NOTE
2 - RECLASSIFICATIONS





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





NOTE
3 - GOING CONCERN





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company sustained losses of $44,236
and $6,954 for the nine months ended December 31, 2009 and the year ended March
31, 2009, respectively.  The Company had an accumulated deficit of
$8,563,674 at December 31, 2009.  These factors raise substantial doubt
about the ability of the Company to continue as a going concern for a reasonable
period of time.  The Company is highly dependent on its ability to continue
to obtain investment capital and loans from an affiliate and shareholder in
order to fund the current and planned operating levels.  The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.  The Company’s continuation as a going concern is
dependent upon its ability to bring in income generating activities and its
ability to continue receiving investment capital and loans from an affiliate and
shareholder to sustain its current level of operations.   No
assurance can be given that the Company will be successful in these
efforts.





The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.





NOTE
4 – BALANCE SHEET DETAILS




Prepaid
expenses consist of the following:





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




Accounts
payable consists of the following:





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




NOTE
5 - NOTES PAYABLE





Martin
Consultants, Inc. periodically provided loans to the Company for working capital
needs. Martin Consultants, Inc. is 100% owned by Jeffrey Martin, a previous
majority shareholder of the Company. Activity for the nine months ended December
31, 2009 and the year ended March 31, 2009 are as follows:




8




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




From the
time of change in control of the Company, Martin Consultants, Inc. and Jeffrey
Martin have agreed to forgo any further interest payments and the Company owes
no interest to Martin Consultants, Inc.  In July 2009, the balance was
converted to 300,000 shares of common stock of the Company.




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





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




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





NOTE
6 – RELATED PARTIES





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





NOTE
7 - IMPAIRMENT OF LONG-LIVED ASSETS





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





NOTE
8 - STOCKHOLDERS' EQUITY





Common
Stock





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





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





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





Preferred
Stock





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




9




ITEM
2





MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





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





Plan
of Operation





The
Company formerly known as Skreem Entertainment Corp./Diversified Global
Holdings, Inc. was a development stage company that was incorporated in Nevada
on or about August 19, 1999 and was formed to promote, finance and manage
artists and projects in the music industry.  The stockholders of
Skreem Entertainment Corp, on or about May 5, 2008, approved the name change
from Skreem Entertainment Corp. to Diversified Global Holdings, Inc., approved a
reverse split of ten shares of common stock for one share of common stock, and
approved the increase of authorized capital to 100,000,000 consisting of
95,000,000 shares of common stock and 5,000,000 shares of preferred stock. On or
about September 4, 2008, Skreem Entertainment Corp. changed to Diversified
Global Holdings, Inc. with effective reverse split and increase of authorized
capital.  On or about August 11, 2008, there was a change in control
as noted in Form 8-K dated August 19, 2008.  The name of the Company
was officially changed from Diversified Global Holdings, Inc. to Winwheel
Bullion Inc. (“WWB” or the “Company”) as noted in Form 8-K dated October 20,
2008.  The Company’s common stock is currently traded on the NASDAQ
OTC Bulletin Board under the symbol “WWBU.OB” whereas prior to the name change
traded as SKNT.OB.  With the change of officers and director of the
Company associated with change in control of majority shareholder as noted in
Form 8-K filings dated August 19, 2008 and September 16, 2008, incorporated as
though fully set forth herein, the director and officers, in the best interest
of the Company, have changed the business of the Company to land development.
The Company is a development stage company that was incorporated in Delaware on
August 1, 2008 and is located in the State of California. The Company has been
pursuing potential projects and funding. With the world economic issues and
status, the efforts of the Company are more challenging but will continue to
pursue in efforts to build business and bring in income generating
activities.





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





Overview





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





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





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





Overview





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





Liquidity
and Capital Resources





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


10





NineMonths EndedDecember31,
                    2009
                  
                  
                  December31,
                    2008Cash
      used in operating activities
                  
                  $
                  (38,814
                  )
                  
                  $
                  (24,554
                  )Cash
      used in investing activities
                  
                  
                  -
                  
                  
                  
                  -Cash
      provided by financing activities
                  
                  
                  38,541
                  
                  
                  
                  23,854Net
      changes to cash
                  
                  $
                  (273
                  )
                  
                  $
                  (700
                  )





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





GOING
CONCERN





The
accompanying unaudited financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  The Company sustained
income of $0 and losses of $44,236 for the nine months ended December 31, 2009
compared to income of $811 and net income of $4,538 for the nine months ended
December 31, 2008.  The Company had an accumulated deficit of $8,563,674 at
December 31, 2009.  These factors raise substantial doubt about the ability
of the Company to continue as a going concern for a reasonable period of time.
 The Company is highly dependent on its ability to continue to obtain
investment capital and loans from an affiliate and shareholder in order to fund
the current and planned operating levels.  The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
 The Company’s continuation as a going concern is dependent upon its
ability to bring in income generating activities and its ability to continue
receiving investment capital and loans from an affiliate and shareholder to
sustain its current level of operations.  No assurance can be given that
the Company will be successful in these efforts.





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





We
have not paid any cash dividends in the past and have no plans to issue cash
dividends in the future, which could cause the value of our common stock to have
a lower value than other similar companies which do pay cash
dividends.





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





It
is more difficult for our shareholders to sell their shares because we are not,
and may never be, eligible for NASDAQ or any national stock
exchange.





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





Sungjin
Kim owns indirectly through related parties approximately 48.6% of our
outstanding common stock, and has significant influence over our corporate
decisions, and as a result, if you invest in us, your ability to affect
corporate decisions will be limited.





Sungjin
Kim holds 1,800,000 shares of our common stock indirectly through Winwheel
Bullion Holdings, LLC (“WBHLLC”, formerly known as Winwheel Bullion, LLC),
representing approximately 48.6% of the outstanding shares of our common
stock.  Accordingly, Mr. Kim will have significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control even
after such conversion and exercise by other investors, as Mr. Kim will likely
continue to be our largest shareholder. The interests of Mr. Kim may differ from
the interests of the other stockholders and thus result in corporate decisions
that are adverse to other shareholders. Additionally, potential investors should
take into account the fact that any vote of shares purchased will have limited
effect on the outcome of corporate decisions.


11


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




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





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





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





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





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





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





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




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





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


12





•
            international
      political, economic and legal
conditions;





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





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





•
            language
      and cultural barriers;





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





•
            integration
      of foreign operations;





•
            potential
      adverse tax consequences; and





•
            potential
      foreign currency fluctuations.





ITEM
3





QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





ITEM
4





CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





The
Company’s Chief Executive Officer and Interim Chief Financial Officer have
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
year ending March 31, 2009 covered by this Form 10-K. Based upon such
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, the Company’s disclosure controls
and procedures were not effective as required under Rules 13a-15(e) and
15d-15(e) under the Exchange Act.





Management’s
Report on Internal Control Over Financial Reporting





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





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





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





Management
is still in the process of evaluating its internal controls over financial
reporting, based on the framework in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this on-going evaluation, management has concluded that the Company’s
internal control over financial reporting were not effective as of December 31,
2009 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.


13





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.





PART
II - OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS


None





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS


None





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES


None





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS


None





ITEM
      5.
            OTHER
      INFORMATION


None





ITEM
      6.
            EXHIBITS




Number
                  
                  Description3.1
      (1)
                  
                  Articles
      of Incorporation, as Amended3.2
      (1)
                  
                  Bylaws31.1
      (2)
                  
                  Certification
      of Chief Executive Officer of Winwheel Bullion, Inc. Required by Rule
      13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
      (2)
                  
                  Certification
      of Chief Financial Officer of Winwheel Bullion, Inc. Required by Rule
      13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
      (2)
                  
                  Certification
      of Chief Executive Officer of Winwheel Bullion, Inc. Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C.
      6332.2
      (2)
                  
                  Certification
      of Chief Financial Officer of Winwheel Bullion, Inc. Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C.
      63




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


(2)
            Filed
      herewith


14





SIGNATURES





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





WINWHEEL
      BULLION, INC.Date:
      February 1, 2010
                By:
                /s/ Stephen
      V. WilliamsStephen
      V. WilliamsChief
      Executive OfficerDate:
      February 1, 2010
                By:
                /s/Bruce
      HarmonBruce
      HarmonInterim
      Chief Financial
Officer


15