UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q




ýQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2009








 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from          to




Commission file number: 0-50912




HAMMONDS INDUSTRIES, INC.


(Exact Name Of Registrant As Specified In Its Charter)




Nevada
88-0225318(State of Incorporation)
(I.R.S. Employer Identification No.)601 Cien Street, Suite 235Kemah,TX
77565-3077(Address of Principal Executive Offices)
(ZIP Code)




Registrant's Telephone Number, Including Area Code: (281) 334-9479




Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.0001





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ̈ No  x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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
  The number of shares outstanding of each of the issuer’s classes of equity as of  February  23, 2010 is 5,031,326 shares of common stock and 3,769,626 shares of preferred stock.


Item

Description

PagePART I - FINANCIAL INFORMATIONITEM 1.

FINANCIAL STATEMENTS

3ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

13ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

16ITEM 4T.

CONTROLS AND PROCEDURES

16PART II - OTHER INFORMATIONITEM 1.

LEGAL PROCEEDINGS

16ITEM 1A.

RISK FACTORS

16ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

16ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

16ITEM 4.

SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS

16ITEM 5.

OTHER INFORMATION

16ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

16
  
 
 PART I - FINANCIAL INFORMATION
   ITEM 1. FINANCIAL STATEMENTS
   Financial Statements
  Financial StatementsUnaudited Balance Sheets - March 31, 2009 and December 31, 2008
4Unaudited Statements of Operations - Three Months Ended March 31, 2009 and 2008
5Unaudited Statements of Cash Flows - Three Months Ended March 31, 2009 and 2008
6Notes to Unaudited Financial Statements
7
  HAMMONDS INDUSTRIES, INC.Balance Sheets
 (Unaudited)March 31, 2009


December 31, 2008AssetsCurrent assets:Cash

$
19


$
395Current assets from discontinued operations


2,120,297



2,895,000Total current assets


2,120,316



2,895,395Other assets


8,000



8,000Long-term assets from discontinued operations


3,892,882



4,062,622Total assets

$
6,021,198


$
6,966,017Liabilities and Stockholders' DeficitCurrent liabilities:Accounts payable and accrued expenses

$
426,361


$
348,004Short-term notes payable - related parties


802,063



802,063Current liabilities from discontinued operations


5,446,316



5,657,699Total current liabilities


6,674,740



6,807,766Long-term liabilities from discontinued operations


546,933



587,365Total liabilities


7,221,673



7,395,131Commitments and contingencies


-



-Stockholders' deficit:Preferred stock, $0.0001 par value, authorized 5,000,000 shares:3,769,626 issued and outstanding

$
377


$
377Additional paid-in capital - preferred stock


4,811,573



4,811,573Additional paid-in capital - beneficial conversion feature


3,272,060



3,272,060Common stock, $0.0001 par value, authorized 195,000,000 shares:5,031,326 issued and outstanding


503



503Additional paid-in capital - common stock


7,668,025



7,668,025Accumulated deficit


(16,953,013
)


(16,181,652
)Total stockholders' deficit


(1,200,475
)


(429,114
)Total liabilities and stockholders' deficit

$
6,021,198


$
6,966,017The accompanying notes are an integral part of these unaudited financial statements.
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 4
 HAMMONDS INDUSTRIES, INC.Statements of Operations
(Unaudited) Three Months Ended March 31,2009


2008Revenues

$
-


$
-Costs and expenses:Cost of sales


-



-Selling, general and administrative


331



54,010Total operating expenses


331



54,010Operating loss


(331
)


(54,010
)Other income (expenses):Interest income


-



4,610Interest expense


(18,928
)


(15,229
)Realized loss on trading securities


-



(100,000
)Unrealized gain on trading securities


-



71,686Total other expenses


(18,928
)


(38,933
)Loss before income tax


(19,259
)


(92,943
)Income tax expense


-



-Loss from continuing operations


(19,259
)


(92,943
)Loss from discontinued operations, net of taxes


(692,102
)


(705,616
)Net loss

$
(711,361
)

$
(798,559
)Preferred dividends:Regular dividends


(60,000
)


(45,000
)Net loss applicable to common shareholders

$
(771,361
)

$
(843,559
)Net loss applicable to common shareholders - basic and diluted:Continuing operations

$
(0.01
)

$
(0.03
)Discontinued operations


(0.14
)


(0.14
)Total

$
(0.15
)

$
(0.17
)Weighted average common shares - basic and diluted


5,031,326



4,978,416
 The accompanying notes are an integral part of these unaudited financial statements.
  Back to Table of Contents
 5


HAMMONDS INDUSTRIES, INC.Statements of Cash Flows
(Unaudited)


Three Months Ended March 31,2009


2008Cash flows from operating activities:Net loss

$
(711,361
)

$
(798,559
)Loss from discontinued operations


692,102



705,616Loss from continuing operations


(19,259
)


(92,943
)Adjustments to reconcile net loss to net cash used in operating activities:Realized loss on trading securities


-



100,000Unrealized gain on trading securities


-



(71,686
)Share-based compensation


-



34,200Change in operating assets and liabilities:Prepaid expenses


-



(15,229
)Accounts payable and accrued expenses


18,883



(14,421
)Net cash used in operating activities


(376
)


(60,079
)Cash flows from investing activities:Investment in Hammonds' Discontinued Subsidiaries


-



(743,000
)Net cash provided by (used in) investing activities


-



(743,000
)Net decrease in cash and cash equivalents

$
(376
)

$
(803,079
)Cash and cash equivalents at beginning of year


395



869,865Cash and cash equivalents at end of year

$
19


$
66,786Discontinued operations:Net cash used in operating activities

$
(117,333
)

$
(1,018,733
)Net cash used in investing activities


(14,473
)


(137,222
)Net cash provided by (used in) financing activities


(33,325
)


713,453Net decrease in cash and cash equivalents


(165,131
)


(442,502
)Cash and cash equivalents at beginning of period


303,380



727,496Cash and cash equivalents at end of period

$
138,249


$
284,994Supplemental schedule of cash flow information:Interest paid

$
44,277


$
79,523Taxes paid

$
-


$
-Non-cash transactions:Acquisition of fixed assets under capital lease obligations

$
-


$
139,441The accompanying notes are an integral part of these unaudited financial statements.




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6
 Hammonds Industries, Inc.
Notes to Unaudited Financial Statements




Note 1 - Summary of Significant Accounting Policies


The accompanying unaudited interim financial statements of Hammonds Industries, Inc. (“Hammonds”), f/k/a International American Technologies, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should
be read in conjunction with the audited consolidated financial statements and notes thereto contained in Hammonds’ latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.
  Certain reclassifications have been made to amounts in prior periods to conform with the current period presentation.
  Organization, Ownership and Business




In 2005, Hammonds, through its parent company, acquired 51% of the capital stock of Hammonds Technical Services, Inc. Hammonds Technical Services, Inc. and Hammonds Fuel Additives, Inc. were separate privately-owned Texas companies. In connection with the 2005 acquisition by Hammonds, Hammonds Fuel Additives was merged into Hammonds Technical
Services. In April 2005 and January 2006, respectively, Hammonds Fuel Additives and Hammonds Water Treatment Systems, respectively, were reincorporated as separate entities from Hammonds Technical Services, and all three entities are wholly-owned subsidiaries of Hammonds. On August 1, 2006, Hammonds acquired the 49% minority interest of Hammonds Technical Services, Inc., Hammonds Fuel Additives, Inc., and Hammonds Water Treatment Systems, Inc. in consideration for the issuance of 1,600,000 restricted shares
of common stock, valued at a price of $2.50 per share, the price of Hammonds' common stock at the date of the transaction.
  Prior to the year ended December 31, 2008, in accordance with FIN 46(R) (ASC 810-10), American International Industries, Inc. (American), consolidated Hammonds, even though its ownership was less than 51%, because American appointed the members of Hammonds’ board of directors.
  On December 31, 2008, the board of directors of American approved the deconsolidation of Hammonds Industries, Inc. (“Hammonds”) from American. To effect the deconsolidation of Hammonds, American was required to reduce its ownership percentage, board membership, and guarantee of Hammonds’ debt. After the distribution of
the special dividend of approximately 1.74 million shares of Hammonds’ common stock to American's shareholders of record on December 31, 2008, American's ownership is approximately 13% of Hammonds' issued and outstanding common stock. Effective December 31, 2008, Carl Hammonds was appointed Chairman and CEO and John Stump, III was appointed CFO. Hammonds accepted the resignations of Daniel Dror, as Chairman of the Board and CEO, Sherry L. Couturier, as Director, CFO and Vice President, and
Charles R. Zeller, as Director, and appointed Richard C. Richardson as a new board member unrelated to American. As a result, the majority of Hammonds’ board of directors is no longer controlled by American. Additionally, a reduction of American's guarantee of Hammonds’ debt to $1,000,000 was obtained from Texas Community Bank.
  On April 16, 2009, Hammonds entered into an Asset Purchase Agreement with FabCorp, Inc., a Houston-based manufacturing company, pursuant to which Hammonds sold all of its assets, including all of the shares of its discontinued subsidiaries, Hammonds Fuel Additives, Inc., Hammonds Technical Services, Inc., Hammonds Water Treatment Systems,
Inc. and Hammonds ODV, Inc. (collectively, the “Discontinued Subsidiaries”) to a newly formed Texas company, Hammonds Technologies, LLC., a wholly owned subsidiary of FabCorp, Inc.  For additional information, see Note 7.
 On August 13, 2009, Hammonds, American, Delta Seaboard Well Service, Inc. (Delta), American's 51% owned subsidiary, and the noncontrolling interest owners of Delta entered into an agreement to commence a reverse merger of Delta into Hammonds.  See further
discussion of the merger in Note 7.  As part of the merger, Hammonds effected a 1 for 10 reverse stock split for its common stock.  All common share amounts have been retroactively adjusted to reflect the reverse stock split.
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 7
 Income Taxes
  Hammonds is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected
to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized.  Interest and penalties associated with income taxes are included in selling, general and administrative expense.
 
 The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding
plus potential dilutive securities.
 Management's Estimates and Assumptions
  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses.  Actual results could differ from these estimates.
  Fair Value of Financial Instruments
 
 Effective January 1, 2008, Hammonds adopted the framework for measuring fair value that establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
 Basis of Fair Value Measurement
  Level 1

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.Level 2

Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data
by correlation or other means.Level 3

Unobservable inputs reflecting Hammonds' own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
  Hammonds believes that the fair value of its financial instruments comprising cash, accounts payable, and notes payable approximate their carrying amounts. The interest rates payable by Hammonds on its notes payable approximate market rates. As of March 31, 2009, Hammonds did not have any significant Level 1, 2 or 3 financial
assets or liabilities.
  New Accounting Standards
 In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168” or ASC 105-10). SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by
all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009, and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact American’s results of operations or financial condition. The Codification did not change GAAP; however, it did change the way GAAP is organized and presented.
As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. American implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.
 
 In addition to the pronouncements noted above, there were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
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 8
 Note 2 - Trading Securities




In February 2007, Hammonds paid $100,000 for an option to buy 104,398 shares of American International Industries, Inc. stock for $5.00 per share from a former Hammonds' minority shareholder as part of a lawsuit settlement. Hammonds estimated the fair value of this stock option at December 31, 2007, by using the Black-Scholes
option-pricing model with the following weighted-average assumptions as follows:




December 31, 2007Dividend yield


0.00
%Expected volatility


39.74
%Risk free interest


6.25
%Expected life

2 months


As a result, this option was revalued to $28,314, and an unrealized loss of $71,686 was recorded in other income (expense) for the year ended December 31, 2007. This option expired in February 2008, resulting in a realized loss of $100,000 and a reversal of the previously recorded unrealized loss of $71,686. Note 3 - Notes Payable - Related Parties


March 31, 2009


December 31, 2008Note payable, principal balance due on December 31, 2008, interest at 10% through maturity and at 15% thereafter

$
552,063


$
552,063Note payable for $250,000, principal due December 31, 2008, with interest at 10% through maturity and at 15% thereafter


250,000



250,000$
802,063


$
802,063




During September 2008, American provided a bridge loan of $250,000.  This loan has a 10% interest rate and was due December 31, 2008, or upon Hammonds receiving significant equity financing.  As additional consideration, Hammonds issued 100,000 shares of restricted common stock to American, resulting in finance
expense of $29,000.
 
 On August 13, 2009, Hammonds, American, Delta Seaboard Well Service, Inc. (Delta), American's 51% owned subsidiary, and the noncontrolling interest owners of Delta entered into an agreement to commence a reverse merger of Delta into Hammonds.  As part of this agreement, these notes payable were converted into 10,000,000 Hammonds' common
shares in February 2010.
  Note 4 - Preferred Stock


In August and September 2006, Hammonds sold to Vision Opportunity Fund Limited (“VOMF”) 833,333 shares of Series A Preferred Stock and 833,333 shares of Series B Preferred Stock, respectively (the “2006 Private Financing Transactions”). In connection with the sale of the Series A Convertible
Preferred Stock, Hammonds issued VOMF: (i) Series A Warrants to purchase 833,333 shares of common stock at $1.80 per share, expiring in August 2011; and (ii) Series B Warrants to purchase an additional 833,333 shares of common stock at $1.80 per share, expiring in August 2007. In connection with the sale of the Series B Convertible Preferred Stock, Hammonds issued VOMF: (i) Series C Warrants to purchase an additional 833,333 shares of common stock at $5.00 per share, expiring on September 29, 2011; and (ii) Hammonds
agreed to extend the expiration dates on the Series B Warrants issued in the 2006 Private Financing Transactions from August 2007 to August 2008.
  Each share of Series A and Series B Convertible Preferred Stock is convertible into one share of Hammonds' common stock.
  On September 20, 2007, Hammonds and VOMF agreed to amend the Series A, B and C Warrants to: (i) adjust the exercise price of all of the Warrants to $1.00; and (ii) provide for the issuance of a total of 2,102,960 shares of Hammonds' newly authorized Series C Convertible Preferred Stock in lieu of 2,102,960
shares of common stock. On September 21, 2007, VOMF delivered a notice of exercise of all 2,102,960 Series A, B and C Warrants at an exercise price of $1.00 per warrant from which Hammonds received net proceeds of $1,981,162.  As a result of this agreement, there are no warrants outstanding related to the Series A, B and C Convertible Preferred Stock.
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 9
 Hammonds reviewed the following accounting standards to determine the appropriate accounting for these issuances:
 - SFAS No. 133: Accounting for Derivative Instruments and Hedging Activities (ASC 815-10)
 - SFAS No. 150: Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (ASC 480-10)
 - EITF 00-19: Accounting for Derivative Financial Instruments Indexed to (ASC 815-10), and Potentially Settled in, a Company’s Own Stock (ASC 815-40)
 - EITF 98-5: Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (ASC 505-10)
 - EITF 00-27: Application of Issue No. 98-5 to Certain Convertible Instruments (ASC 505-10)
 - EITF Topic D-98: Classification and Measurement of Redeemable Securities (ASC 505-10)
 - ASR No. 268: Redeemable Preferred Stocks (ASC 505-10)
 
 We concluded that all components of these issuances should be classified as equity, because the only way for the value of the conversion feature to be realized is through the issuance of shares. Hammonds has sufficient authorized and unissued shares available to settle the contracts after considering all other commitments that
may require the issuance of stock.
  We determined that a beneficial conversion feature exists for the Series A, B and C Convertible Preferred Stock issuances. Based on authoritative guidance above, the amount of proceeds allocated to the Series A and Series B Convertible Preferred
Stock should be assigned to the embedded conversion feature with a corresponding amount recorded as a "deemed dividend" to the preferred shareholders. This is based on ASC 505-10, which states that "the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the convertible instrument."




We allocated the following amounts to the embedded conversion feature and recorded a deemed dividend to the preferred shareholders:




Preferred A – August 8, 2006

$
387,499Preferred A – August 23, 2006


176,643Preferred B – September 30, 2006


726,756Preferred C – September 20, 2007


1,981,162Total deemed dividend

$
3,272,060




On July 25, 2007, VOMF agreed that accrued dividends may be paid, at Hammonds' option, in cash or in restricted shares of Hammonds' common stock. The number of shares of common stock to be issued as payment of accrued and unpaid
dividends shall be determined by dividing (i) the total amount of accrued and unpaid dividends to be converted into common stock by (ii) eighty percent (80%) of the average of the VWAP for the twenty (20) Trading Days immediately preceding the dividend payment date. The term "VWAP" means, for any date, (i) the daily volume weighted average price of the common stock for such date on the OTC Bulletin Board as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern
Time); (ii) if the common stock is not then listed or quoted on the OTC Bulletin Board and if prices for the common stock are then reported in the "Pink Sheets" published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the common stock so reported; or (iii) in all other cases, the fair market value of a share of common stock as determined by an independent appraiser selected in good faith by the Investor and
reasonably acceptable to Hammonds.
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10


Note 5 - Loss Per Share




Basic losses per share are calculated on the basis of the weighted average number of common shares outstanding. Diluted losses per share, in addition to the weighted average determined for basic loss per share, include common stock equivalents, which would arise from the conversion of the preferred stock to common shares.
 
 March 31, 2009


March 31, 2008Basic loss per share:Loss from continuing operations, net of income taxes

$
(19,259
)

$
(92,943
)Loss from discontinued operations, net of income taxes


(692,102
)


(705,616
)Net loss


(711,361
)


(798,559
)Preferred dividends:Regular dividends


(60,000
)


(45,000
)Net loss applicable to common shareholders

$
(771,361
)

$
(843,559
)Weighted average common shares outstanding - basic and diluted


5,031,326



4,978,416Net loss applicable to common shareholders - basic and diluted:Continuing operations

$
(0.01
)

$
(0.03
)Discontinued operations


(0.14
)


(0.14
)Total

$
(0.15
)

$
(0.17
)
 Note 6 - Discontinued Operations
 
 On April 16, 2009, Hammonds entered into an Asset Purchase Agreement with FabCorp, Inc., a Houston-based manufacturing company, pursuant to which Hammonds sold all of its assets, including all of the shares of its discontinued subsidiaries, Hammonds Fuel Additives, Inc., Hammonds Technical Services, Inc., Hammonds Water Treatment Systems,
Inc. and Hammonds ODV, Inc. (collectively, the “Discontinued Subsidiaries”) to a newly formed Texas company, Hammonds Technologies, LLC., a wholly owned subsidiary of FabCorp, Inc.  For additional information, see Note 2.
 
 The statement of operations for the three months ended March 31, 2009 and 2008 have been restated to reflect the discontinued operations of Hammonds' Discontinued Subsidiaries as summarized below:
 Three Months Ended
March 31, 2009


Three Months Ended
March 31, 2008Loss from continuing operations, net of income taxes

$
(19,259
)

$
(92,943
)Loss from discontinued operations, net of income taxes


(692,102
)


(705,616
)Net loss

$
(711,361
)

$
(798,559
)Weighted average common shares outstanding - basic and diluted

$
5,031,326


$
4,978,416Net loss - basic and diluted:Continuing operations

$
(0.01
)

$
(0.03
)Discontinued operations

$
(0.14
)

$
(0.14
)Total

$
(0.15
)

$
(0.17
)
 
 Hammonds' Discontinued Subsidiaries' revenues and loss before income tax for the three months ended March 31, 2009 and 2008 are summarized below:
 
 Three Months Ended
March 31, 2009


Three Months Ended
March 31, 2008Revenues

$
940,494


$
2,205,157Loss before income tax

$
(692,102
)

$
(705,616
)
 
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 11
 Note 7 - Subsequent Events
 
 On April 16, 2009, Hammonds entered into an Asset Purchase Agreement with FabCorp, Inc., a Houston-based manufacturing company, pursuant to which Hammonds sold all of its assets, including all of the shares of its discontinued subsidiaries, Hammonds Fuel Additives, Inc., Hammonds Technical Services, Inc., Hammonds Water Treatment Systems,
Inc. and Hammonds ODV, Inc. (collectively, the “Discontinued Subsidiaries”) to a newly formed Texas company, Hammonds Technologies, LLC., a wholly owned subsidiary of FabCorp, Inc.
 
 The Board of Directors decision to enter into the Asset Purchase Agreement was based upon the following reasons, among others: the poor business outlook for the Discontinued Subsidiaries because of Hammonds’ inability to raise sufficient capital, either through equity or debt financing to continue its operations and grow the businesses
of the Discontinued Subsidiaries; the weak financial viability of the Discontinued Subsidiaries without a substantial infusion of capital; that at December 31, 2008, Hammonds total current liabilities were about $6.9 million compared to current assets of about $2.8 million and total liabilities were about $7.3 million or about $460,000 more than  total assets (all amounts unaudited); for more than the past year, Hammonds’ management had been actively seeking financing, either through equity or
debt, necessary to support ongoing operations and to that end had retained investment banking consultants pursuing several possible financing opportunities, but none of these efforts were successful and no additional financing was raised; the ongoing  upheaval in the credit and investment environment; and the determination by Hammonds management that it would be unable to continue as a “going concern.”
 
 Pursuant to the Asset Purchase Agreement, FabCorp purchased all of the assets,  free and clear of all liens and other encumbrances, in consideration for the payment of liabilities of Hammonds to Texas Community Bank in the amount of $2.6 million, payment of the senior promissory bridge note of $250,000 to Hammonds’ institutional
investor, Vision Opportunity Master Fund, Ltd., the assumption of all payables and liabilities of the Discontinued Subsidiaries of approximately $2.6 million and the commitment to provide continuing financial support for the Discontinued Subsidiaries.
  Based upon the foregoing, Hammonds’ Board of Directors determined that is was in the best interests of Hammonds and its shareholders that Hammonds enter into the Asset Purchase Agreement, so that Hammonds could pursue other business opportunities through a merger, acquisition or other business combination with an operating entity.
  On August 13, 2009, Hammonds Industries, Inc., American International Industries, Inc., Delta Seaboard Well Service, Inc., and the minority interest owners of Delta entered into an agreement to commence a reverse merger of Delta into Hammonds.  As
part of the merger, Hammonds effected a 1 for 10 reverse stock split for its common stock. Additionally,the Company intends to issue shares of Common Stock to the present stockholders of Delta as follows: (i) 22,186,572 post-Reverse Split shares in consideration for American’s 51% equity ownership of Delta, and 10,000,000 post-Reverse Split shares in consideration for American converting $872,352 in principal and accrued interest of debt payable by the Company to American; and (ii)
a total of 21,316,510 shares to Robert W. Derrick, Jr., Delta’s president and a director of American and Ron Burleigh, Delta’s vice president, in consideration for their 49% equity ownership of Delta, and 9,607,843 post-Reverse Split shares in consideration for extending their employment agreements for five years in addition to the balance of their current employment agreements. Following the Reverse Split and Reverse Merger, American will own 32,859,935 shares of Common Stock, representing 48.2%
of the Company’s total outstanding shares and Messrs. Derrick and Burleigh, will own 30,924,353 shares of Common Stock, representing 45.4% of the Company’s total outstanding shares. All other stockholders of the Company will own 4,357,962 shares of Common Stock, representing 6.4% of the Company’s total 68,142,250 outstanding shares.
  On December 31, 2009, Daniel Dror resumed his position as Chairman and CEO of Hammonds Industries, Inc.  Mr. Dror had previously served as Chairman and CEO of Hammonds Industries, Inc from April 2005 to December 2008.
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 12
 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION
  As used in this Quarterly Report, the terms "we", "us", "our" and the "Company" means Hammonds Industries, Inc., formerly International American Technologies, Inc., a Nevada corporation, and its subsidiaries, Hammonds Technical Services, Inc., Hammonds Fuel Services, Inc. and Hammonds Water Treatment Systems, Inc. (collectively, "Hammonds").
To the extent that we make any forward-looking statements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report, we emphasize that forward-looking statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied by our forward-looking statements. Our forward-looking statements in this Quarterly Report reflect our current views about future events and are based on assumptions and are subject
to risks and uncertainties. Generally, forward-looking statements include phrases with words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.
  Overview
  Hammonds Industries, Inc., a Nevada corporation, is publicly traded on the Pink Sheets: Symbol "HMDI". The Company was incorporated on August 18, 1986.  In 2005, the Company, through its parent company, acquired 51% of the capital stock of Hammonds Technical Services, Inc.  Hammonds Technical Services, Inc. and Hammonds
Fuel Additives, Inc. were separate privately-owned Texas companies. In connection with the 2005 acquisition by the Company, Hammonds Fuel Additives was merged into Hammonds Technical Services. In April 2005 and January 2006, respectively, Hammonds Fuel Additives and Hammonds Water Treatment Systems, respectively, were reincorporated as separate entities from Hammonds Technical Services, and all three entities are wholly-owned subsidiaries of the Company. On August 1, 2006, the Company acquired the 49% minority
interest of Hammonds Technical Services, Inc., Hammonds Fuel Additives, Inc., and Hammonds Water Treatment Systems, Inc. in consideration for the issuance to Carl Hammonds of 1,600,000 restricted shares of common stock, valued at a price of $2.50 per share, the price of the Company's common stock at the date of the transaction.
  The Company received approximately $5.4 million from the 2006 and 2007 VOMF Private Financing Transactions. The material terms of these preferred stock issuances are included in note 4 to the financial statements.
  Prior to the year ended December 31, 2008, in accordance with FIN 46(R), American International Industries, Inc. (American), consolidated Hammonds, even though its ownership was less than 51%, because American appointed the members of Hammonds’ board of directors.
  On December 31, 2008, the board of directors of American approved the deconsolidation of Hammonds from American. To effect the deconsolidation of Hammonds, American was required to reduce its ownership percentage, board membership, and guarantee of Hammonds’ debt. After the distribution of the special dividend of approximately 1.74
million shares of Hammonds’ common stock to American's shareholders of record on December 31, 2008, American's ownership is approximately 13% of Hammonds' issued and outstanding common stock. Effective December 31, 2008, Carl Hammonds was appointed Chairman and CEO and John Stump, III was appointed CFO. Hammonds accepted the resignations of Daniel Dror, as Chairman of the Board and CEO, Sherry L. Couturier, as Director, CFO and Vice President, and Charles R. Zeller, as Director, and appointed Richard C.
Richardson as a new board member unrelated to American. As a result, the majority of Hammonds’ board of directors is no longer controlled by American. Additionally, a reduction of American's guarantee of Hammonds’ debt to $1,000,000 was obtained from Texas Community Bank.
  On April 16, 2009, Hammonds entered into an Asset Purchase Agreement with FabCorp, Inc., a Houston-based manufacturing company, pursuant to which Hammonds sold all of its assets, including all of the shares of its discontinued subsidiaries, Hammonds Fuel Additives, Inc., Hammonds Technical Services, Inc., Hammonds Water Treatment Systems,
Inc. and Hammonds ODV, Inc. (collectively, the “Discontinued Subsidiaries”) to a newly formed Texas company, Hammonds Technologies, LLC., a wholly owned subsidiary of FabCorp, Inc.
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 The Board of Directors decision to enter into the Asset Purchase Agreement was based upon the following reasons, among others: the poor business outlook for the Discontinued Subsidiaries because of Hammonds’ inability to raise sufficient capital, either through equity or debt financing to continue its operations and grow the businesses
of the Discontinued Subsidiaries; the weak financial viability of the Discontinued Subsidiaries without a substantial infusion of capital; that at December 31, 2008, Hammonds total current liabilities were about $6.9 million compared to current assets of about $2.8 million and total liabilities were about $7.3 million or about $460,000 more than  total assets (all amounts unaudited); for more than the past year, Hammonds’ management had been actively seeking financing, either through equity or
debt, necessary to support ongoing operations and to that end had retained investment banking consultants pursuing several possible financing opportunities, but none of these efforts were successful and no additional financing was raised; the ongoing  upheaval in the credit and investment environment; and the determination by Hammonds management that it would be unable to continue as a “going concern.”
  Pursuant to the Asset Purchase Agreement, FabCorp purchased all of the assets,  free and clear of all liens and other encumbrances, in consideration for the payment of liabilities of Hammonds to Texas Community Bank in the amount of $2.6 million, payment of the senior promissory bridge note of $250,000 to Hammonds’ institutional
investor, Vision Opportunity Master Fund, Ltd., the assumption of all payables and liabilities of the Discontinued Subsidiaries of approximately $2.6 million and the commitment to provide continuing financial support for the Discontinued Subsidiaries.
  Based upon the foregoing, Hammonds’ Board of Directors determined that is was in the best interests of Hammonds and its shareholders that Hammonds enter into the Asset Purchase Agreement, so that Hammonds could pursue other business opportunities through a merger, acquisition or other business combination with an operating entity.  On
August 13, 2009, Hammonds, American, Delta Seaboard Well Service, Inc. (Delta), American's 51% owned subsidiary, and the minority interest owners of Delta entered into an agreement to commence a reverse merger of Delta into Hammonds.
 
 On August 13, 2009, Hammonds Industries, Inc., American International Industries, Inc., Delta Seaboard Well Service, Inc., and the minority interest owners of Delta entered into an agreement to commence a reverse merger of Delta into Hammonds.  As part of the merger, Hammonds effected a 1 for 10 reverse stock split for its common stock. Additionally,
the Company intends to issue shares of Common Stock to the present stockholders of Delta as follows: (i) 22,186,572 post-Reverse Split shares in consideration for American’s 51% equity ownership of Delta, and 10,000,000 post-Reverse Split shares in consideration for American converting $872,352 in principal and accrued interest of debt payable by the Company to American; and (ii) a total of 21,316,510 shares to Robert W. Derrick, Jr., Delta’s president and a director of American and Ron Burleigh,
Delta’s vice president, in consideration for their 49% equity ownership of Delta, and 9,607,843 post-Reverse Split shares in consideration for extending their employment agreements for five years in addition to the balance of their current employment agreements. Following the Reverse Split and Reverse Merger, American will own 32,859,935 shares of Common Stock, representing 48.2% of the Company’s total outstanding shares and Messrs. Derrick and Burleigh, will own 30,924,353 shares of Common Stock,
representing 45.4% of the Company’s total outstanding shares. All other stockholders of the Company will own 4,357,962 shares of Common Stock, representing 6.4% of the Company’s total 68,142,250 outstanding shares.
  Results of Operations
  Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008.
  The following is derived from, and should be read in conjunction with, our unaudited financial statements, and related notes for the three months ended March 31, 2009 and 2008.
  Revenue
  Selling and Administrative. Selling and administrative expenses for the three-month period ended March 31, 2009 were $331, compared to $54,010 for the same period in 2008.  Selling and administrative expenses for the three months ended March 31, 2008 included stock-based compensation of
$34,200.
  Operating losses. Our operating losses for the three-month period ended March 31, 2009 was $331, compared to $54,010 for the same period in 2008.
  Total Other Expenses. Other expenses for the three-month period ended March 31, 2009 were $18,928, compared to $38,933 for the same period in 2008.  Other expenses for the three months ended March 31, 2008 included net realized and unrealized losses on trading securities of $28,314 (see
note 2 to the financial statements).  Interest expense for the three-month period ended March 31, 2009 was $18,928, compared to $15,229 for the same period in 2008.
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 Net Loss. We had a net loss from continuing operations of $19,259, or $0.01 per share, for the three months ended March 31, 2009, compared to a net loss of $92,943, or $0.03 per share for the same period in 2008. We had a net loss from discontinued operations of $692,102, or $0.02 per share,
and $705,616, or $0.02 per share for the three months ended March 31, 2009 and March 31, 2008, respectively. Our net loss was $711,361, or $0.02 per share, for the three months ended March 31, 2009, compared to a net loss of $798,559, or $0.02 per share, for the three months ended March 31, 2008.
  Liquidity and Capital Resources
  At March 31, 2009 and December 31, 2008, we had total assets of $6,021,198 and $6,966,017, respectively.  Assets from continuing operations at March 31, 2009 and December 31, 2008 were $8,019 and $8,395, respectively.  Assets from discontinued operations at March 31, 2009 and December 31, 2008 were $6,013,179 and $6,957,622,
respectively.
  Net cash used in continuing operations was $376 during the three months ended March 31, 2009, compared to $60,079 during the same period in 2008.  The cash used during the three months ended March 31, 2008 was primarily for selling and administrative expenses.
  Net cash used by investing activities was $743,000 during the three months ended March 31, 2008. The cash used during the three months ended March 31, 2008 was from the investment in discontinued subsidiaries.
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 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Not applicable
  ITEM 4T. CONTROLS AND PROCEDURES
  Evaluation of disclosure controls and procedures. As of March 31, 2009, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange
Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
  Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
  PART II - OTHER INFORMATION
  ITEM 1. LEGAL PROCEEDINGS
  None.
  ITEM 1A. RISK FACTORS
  For the three months ended March 31, 2009 there were no material changes from risk factors as disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
  TEM 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 AND REPORTS ON FORM 8-K
 
 (a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
 
 Exhibit No.
Description31.1
Certification of CEO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 200231.2
Certification of CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 200232.1
Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 200232.2
Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
 
 (b) Reports on Form 8-K During the Period Covered by this Report: None.
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   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 date indicated.
  /s/ Daniel Dror
 CEO
 Dated:  February 23, 2010
  /s/ Sherry L. Couturier
 C FO
 Dated:  February 23, 2010