SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-K
 
 (Mark
One)
  x
                  ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended December 31, 2008
  o
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ___________ to __________
  Commission
File No. 000-51880
  HSM
HOLDINGS, INC.
 (Name
of small business issuer in its charter)
  DELAWARE(State
      or other jurisdiction of
                  incorporation
      or organization)
                (IRS
      Employer Identification No.)
  P.O.
      Box 527531
                  Flushing,
      NY
                11352(Address
      of principal executive offices)
                (Zip
      Code)
 
 (732)
446-0546
 (Registrant’s
telephone number, including area code)
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
                Name
      of each exchange on which registered:None
                NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
                  (Title
      of class)
  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 xNo o
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes xNo o
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
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                                        
o                                           Accelerated
filer                                                      o
 Non-accelerated
filer                                           o                                           Smaller
reporting
company                                    x
 (Do not
check if a smaller reporting company)
 
 Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2008, was: $0
  Number of
shares of the registrant’s common stock outstanding as of January 23, 2009
was: 10,000,000
 
 Documents
Incorporated by Reference: None.
  
 
   TABLE
OF CONTENTS
   PART
      I
              
              1ITEM
      1.
              DESCRIPTION OF BUSINESS
              1ITEM
      2.
              DESCRIPTION OF
      PROPERTY
              2ITEM
      3.
              LEGAL
      PROCEEDINGS
              2ITEM
      4.
              SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
              2PART
      II
              
              3ITEM
      5.
              MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS
              3ITEM
      6.
              SELECTED FINANCIAL DATA
              4ITEM
      7.
              MANAGEMENT’S DISCUSSION OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS
              4ITEM
      8.
              FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
              FITEM
      9.
              CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
              5ITEM
      9A.
              CONTROLS AND
      PROCEDURES
              5PART
      III
              
              6ITEM
      10.
              DIRECTORS AND EXECUTIVE OFFICERS OF
      THE REGISTRANT
              6ITEM
      11.
              EXECUTIVE
      COMPENSATION
              7ITEM
      12.
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT
              7ITEM
      13.
              CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
              8ITEM
      14.
              PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
              8PART
      IV
              
              9ITEM
      15.
              EXHIBITS LIST AND REPORTS ON FORM
      8-K AND SIGNATURES
              9SIGNATURES
              
              10
  
 
 
 
 PART
I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 
 General
 
 HSM
Holdings, Inc. was incorporated on December 9, 2005 under the laws of the State
of Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We have been in the developmental
stage since inception and have no operations to date other than issuing shares
to our original shareholder.
 
 On
September 19, 2006, pursuant to the terms of a Stock Purchase Agreement, Anthony
Hu and Robert Young purchased a total of 100,000 shares of the issued and
outstanding common stock of 4304, Inc. from Michael Raleigh, the sole officer,
director and shareholder of the Company. Pursuant to the Stock Purchase
Agreement, the following changes to the Company's directors and officers have
occurred:
 
 ·
              As
      of September 19, 2006, Anthony Hu was appointed to the Board of Directors
      of the Company.·
              Michael
      Raleigh then resigned as a member of the Company's Board of Directors and
      as the Company's President, Chief Executive Officer, Chief Financial
      Officer, Chairman of the Board and Secretary, effective September 19,
      2006.·
              Also
      as of September 19, 2006, Anthony Hu was appointed as the Company's
      President, Chief Executive Officer, and Chairman of the Board and Simone
      Crighton was appointed the Company's Chief Financial
    Officer.
  In
connection with the change in control, the Company changed its executive offices
to P.O. Box 527531, Flushing, N.Y. 11352, and changed the name of the
Company to HSM Holdings, Inc.
 
 We will
attempt to locate and negotiate with a business entity for the combination of
that target company with us. The combination will normally take the form of a
merger, stock- for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that we will be successful in locating or negotiating with any target
company.
 
 We have
been formed to provide a method for a foreign or domestic private company to
become a reporting (“public”) company whose securities are qualified for trading
in the United States secondary market.
 
 Perceived
Benefits
 
 There are
certain perceived benefits to being a reporting company with a class of
publicly- traded securities. These are commonly thought to include the
following:
 
 ·
              a
      company for which a primary purpose of becoming public is the use of its
      securities for the acquisition of assets or businesses;·
              a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;·
              a
      company which wishes to become public with less dilution of its common
      stock than would occur upon an underwriting;·
              a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become public;·
              a
      foreign company which may wish an initial entry into the United States
      securities market;·
              a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;·
              a
      company seeking one or more of the other perceived benefits of becoming a
      public company.
   -1-
  Potential Target
Companies
 
 A
business entity, if any, which may be interested in a business combination with
us may include the following:
 
 ·
              a
      company for which a primary purpose of becoming public is the use of its
      securities for the acquisition of assets or businesses;·
              a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;·
              a
      company which wishes to become public with less dilution of its common
      stock than would occur upon an underwriting;·
              a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become public;·
              a
      foreign company which may wish an initial entry into the United States
      securities market;·
              a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;·
              a
      company seeking one or more of the other perceived benefits of becoming a
      public company.
  A
business combination with a target company will normally involve the transfer to
the target company of the majority of our issued and outstanding common stock,
and the substitution by the target company of its own management and board of
directors.
 
 No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.
 
 Employees
 
 We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.
 
 ITEM
2. DESCRIPTION OF
PROPERTY
 
 We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
 
 ITEM
3. LEGAL
PROCEEDINGS
 
 We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
  ITEM
4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
   -2-
   PART II
 
 ITEM
5. MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
 No Public Market for Common
Stock
 
 There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
 
 Holders
 
 There are
three holders of our Common Stock. The issued and outstanding shares of our
Common Stock were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933.
 
 Penny Stock
Considerations
 
 Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
certain penny stock rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer’s account. The broker-dealer must also make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security that becomes subject to
the penny stock rules.
 
 Dividends
 
 Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future. Payment of dividends in the future will depend upon our earnings,
capital requirements, and other factors, which our Board of Directors may deem
relevant.
 
 Recent Sales of Unregistered
Securities
 
 None.
  -3-
   ITEM
6. SELECTED
FINNACIAL DATA
 
 Not
applicable.
 
 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
 
 Plan of
Operation
 
 The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
 
 Results of
Operation
 
 The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2008, the registrant recognized a net loss of $3,250 in
2007 and $3,250 in 2008. Some general and administrative expenses from inception
were accrued. Expenses from inception were comprised of costs mainly associated
with legal, accounting and office.
 
 Liquidity and Capital
Resources
 
 At
December 31, 2008 the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.
 
 Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such
solicitation.
  Management
and its affiliates will pay referral fees to consultants and others who refer
target businesses for mergers into public companies in which management and its
affiliates have an interest. Payments are made if a business combination occurs,
and may consist of cash or a portion of the stock in the Company retained by
management and its affiliates, or both.
 
 Anthony
Hu and Robert Young will supervise the search for target companies as potential
candidates for a business combination. Anthony Hu and Robert Young will pay, as
their own expenses, any costs they incur in supervising the search for a target
company. Anthony Hu may enter into agreements with other consultants to assist
in locating a target company and may share stock received by it or cash
resulting from the sale of its securities with such other consultants. Anthony
Hu controls us and therefore has the authority to enter into any agreement
binding us. Anthony Hu as our officer, director and majority shareholder can
authorize any such agreement binding us.
 
 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
   -4-
 
 ITEM8. FINANCIAL
STATEMENTS


HSM
HOLDINGS, INC.
 (a
development  stage company)
 
 
 
 
 FINANCIAL
STATEMENTS
 
 
 
 
 
 
 
 AS
OF DECEMBER 31, 2008
 
 
 
 
 
 
 
 
 
 
  
 
 Financial
      Statements Table of ContentsFINANCIAL
      STATEMENTS
                                    Page
      #Report
      of Independent Registered Public Accountant
                                    F-1Balance
      Sheet
                                    F-2Statement
      of Operations and Retained Deficit
                                    F-3Statement
      of Stockholders Equity
                                    F-4Cash
      Flow Statement
                                    F-5Notes
      to the Financial Statements
                                    F-6
 
 
 
 
 
 
 Report
of Independent Registered Public Accounting Firm
 
 
 To the
Board of Director and shareholders
  We have
audited the accompanying balance sheet of HSM Holdings, Inc. as of December 31,
2008 and 2007 and the related statement of operations, stockholders’ equity, and
cash flows for the twelve months ended December 31, 2008 and 2007 and from
inception (December 9, 2005) through the year then ended December 31, 2008.
These financial statements are the responsibility of company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Indestructible I, Inc. at December
31, 2008 and 2007 and the results of its operations and its cash flows for the
twelve months ended December 31, 2008 and 2007 and from inception (December 9,
2005) through December 31, 2008 in conformity with U.S. Generally Accepted
Accounting Principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
   Gately
& Associates, L.L.C
 Lake
Mary, FL
 January
14, 2009
 
 
 F-1
   HSM
      Holdings, Inc.(a
      development stage company)BALANCE
      SHEETAs
      of December 31, 2008 and 2007ASSETSCURRENT ASSETS
                              
                              12/31/2008
                              
                              
                              12/31/2007Cash
                              
                              $
                              -
                              
                              
                              $
                              -Total
      Current Assets
                              
                              
                              -
                              
                              
                              
                              -TOTAL
      ASSETS
                              
                              $
                              -
                              
                              
                              $
                              -LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccrued
      Expenses
                              
                              $
                              8,250
                              
                              
                              $
                              5,000Total
      Current Liabilities
                              
                              
                              8,250
                              
                              
                              
                              5,000TOTAL
      LIABILITIES
                              
                              
                              8,250
                              
                              
                              
                              5,000STOCKHOLDERS' EQUITYPreferred Stock
      - Par value $0.001;Authorized:
      10,000,000None
      issues and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding: 10,000,000
                              
                              
                              10,000
                              
                              
                              
                              10,000Additional
      Paid-In Capital
                              
                              
                              -
                              
                              
                              
                              -Accumulated
      Deficit
                              
                              
                              (18,250
                              )
                              
                              
                              (15,000
                              )Total
      Stockholders' Equity
                              
                              
                              (8,250
                              )
                              
                              
                              (5,000
                              )TOTAL
      LIABILITIES AND EQUITY
                              
                              $
                              -
                              
                              
                              $
                              -
  The
accompanying notes are an integral part of these financial
statements.
   F-2
   HSM
      Holdings, Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending December 31, 2008 and 2007,and
      from inception (December 9, 2005) through December 31,
200812
      MONTHS
                                      
                                      
                                      12
      MONTHS
                                      
                                      
                                      FROMENDING
                                      
                                      
                                      ENDING
                                      
                                      
                                      INCEPTION12/31/2008
                                      
                                      
                                      12/31/2007
                                      
                                      
                                      TO
      12/31/08REVENUE
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -COST OF SERVICES
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -GROSS PROFIT OR (LOSS)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                      
                                      
                                      3,250
                                      
                                      
                                      
                                      3,250
                                      
                                      
                                      
                                      18,250NET INCOME (LOSS)
                                      
                                      
                                      (3,250
                                      )
                                      
                                      
                                      (3,250
                                      )
                                      
                                      
                                      (18,250
                                      )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                      
                                      
                                      (15,000
                                      )
                                      
                                      
                                      (11,750
                                      )
                                      
                                      
                                      -ACCUMULATED DEFICIT, ENDING
      BALANCE
                                      
                                      $
                                      (18,250
                                      )
                                      
                                      $
                                      (15,000
                                      )
                                      
                                      $
                                      (18,250
                                      )Earnings (loss) per share
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Weighted average number of common
      shares
                                      
                                      
                                      10,000,000
                                      
                                      
                                      
                                      10,000,000
  The
accompanying notes are an integral part of these financial
statements.
   F-3
  HSM
      Holdings, Inc.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITY(unaudited)From
      inception (December 9, 2005) through December 31, 2008COMMON
                    
                    
                    ACCUM.
                    
                    
                    TOTALSHARES
                    
                    
                    STOCK
                    
                    
                    DEFICIT
                    
                    
                    EQUITYStock
      issued on acceptance
                    
                    
                    100,000
                    
                    
                    $
                    100
                    
                    
                    $
                    -
                    
                    
                    $
                    100of
      incorporation expensesDecember
      9, 2005Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (400
                    )
                    
                    
                    (400
                    )Total,
      December 31, 2005
                    
                    
                    100,000
                    
                    
                    
                    100
                    
                    
                    
                    (400
                    )
                    
                    
                    (300
                    )Stock
      issued as compensation
                    
                    
                    9,900,000
                    
                    
                    
                    9,900
                    
                    
                    
                    -
                    
                    
                    
                    9,900during
      September 2006for
      $9,900 or $.001 per shareNet
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (11,350
                    )
                    
                    
                    (11,350
                    )Total,
      December 31, 2006
                    
                    
                    10,000,000
                    
                    
                    
                    10,000
                    
                    
                    
                    (11,750
                    )
                    
                    
                    (1,750
                    )Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (3,250
                    )
                    
                    
                    (3,250
                    )Total,
      December 31, 2007
                    
                    
                    10,000,000
                    
                    
                    
                    10,000
                    
                    
                    
                    (15,000
                    )
                    
                    
                    (5,000
                    )Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (3,250
                    )
                    
                    
                    (3,250
                    )Total,
      December 31, 2008
                    
                    
                    10,000,000
                    
                    
                    $
                    10,000
                    
                    
                    $
                    (18,250
                    )
                    
                    $
                    (8,250
                    )
  The
accompanying notes are an integral part of these financial
statements.
    F-4
  HSM
      Holdings, Inc.(a
      development stage company)STATEMENTS
      OF CASH FLOWS(unaudited)For
      the twelve months ending December 31, 2008 and 2007,and
      from inception (December 9, 2005) through December 31,
200812
      MONTHS
                              
                              
                              12
      MONTHS
                              
                              
                              FROMENDING
                              
                              
                              ENDING
                              
                              
                              INCEPTIONCASH FLOWS FROM OPERATING
      ACTIVITIES
                              
                              12/31/2008
                              
                              
                              12/31/2007
                              
                              
                              TO
      12/31/08Net
      income (loss)
                              
                              $
                              (3,250
                              )
                              
                              $
                              (3,250
                              )
                              
                              $
                              (18,250
                              )Stock
      issued as compensation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,000Increase
      (Decrease) in Accrued Expenses
                              
                              
                              3,250
                              
                              
                              
                              3,250
                              
                              
                              
                              8,250Total
      adjustments to net income
                              
                              
                              3,250
                              
                              
                              
                              3,250
                              
                              
                              
                              18,250Net
      cash provided by (used in) operating activities
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -CASH FLOWS FROM INVESTING
      ACTIVITIESNone
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      cash flows provided by (used in) investing activities
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -CASH FLOWS FROM FINANCING
      ACTIVITIESNone
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              --
                              
                              
                              
                              -
                              
                              
                              
                              -CASH RECONCILIATIONNet
      increase (decrease) in cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Cash -
      beginning balance
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -CASH BALANCE - END OF
PERIOD
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
  The
accompanying notes are an integral part of these financial
statements.
 F-5
 HSM
Holdings, Inc.
 (a
development stage company)
 NOTES TO
FINANCIAL STATEMENTS
 
 
 1.   Summary of significant
accounting policies:
 
 Industry:
 
 HSM
Holdings, Inc. (the Company), a Company incorporated in the state of Delaware as
of December 9, 2005 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful in
locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
 
 The
Company has adopted its fiscal year end to be December 31.
 
 Results of Operations and
Ongoing Entity:
 
 The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
 
 Liquidity and Capital
Resources:
 
 In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
 
 Cash and Cash
Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 Basis of
Accounting:
 
 The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
 
 Income
Taxes:
 
 The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management; it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
   F-6
  
 Fair Value of Financial
Instruments:
 
 The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
the Company for issuance of debt with similar terms and remaining maturities.
The carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.
 
 Concentrations of Credit
Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
  2.   Related Party Transactions
and Going Concern:
 
 The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
 
 The
Company's shareholder funds The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
  3.   Accounts Receivable and
Customer Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and
 therefore
have no allowances accounted for or disclosures made.
  4.   Use of
Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
   
 F-7
 
 5.   Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
  6.   Accrued
Expenses:
 
 Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
 
 7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 8.   Stockholder's
Equity:
 
 Preferred
stock includes 10,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 Common
Stock includes 100,000,000 shares authorized at a par value of $0.001, of which
100,000 have been issued for the amount of $100 on December 9, 2005 in
acceptance of the incorporation expenses for the Company.
 
 On
September 19, 2006 the Company issued 1,905,000 shares of common stock as
compensation to an officer of the Company for a value of $1,905, or $.001 per
share. These shares are considered restricted shares as section 144 of the
Securities Exchange Commission.
 
 On
September 19, 2006 the Company issued 80,000 shares of common stock as
compensation to an officer of the Company for a value of $80, or $.001 per
share.  These shares are considered restricted shares as section 144
of the Securities Exchange Commission.
 
 On
September 19, 2006 the Company issued 7,915,000 shares of common stock as
compensation to an officer and director of the Company for a value of $7,915, or
$.001 per share.  These shares are considered restricted shares as
section 144 of the Securities Exchange Commission.
 
 9.   Required Cash Flow
Disclosure for Interest and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 100,000 common shares of stock to its sole shareholder in acceptance of
the incorporation expenses for the Company.
 
 10.  Earnings Per
Share:
 
 Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
   F-8
  
 11.  Income
Taxes:
 
 The Company has available
net operating loss carryforwards for financial statement and federal income tax
purposes. These loss carryforwards expire if not used within 20 years from the
year generated. The Company's management has decided a valuation allowance is
necessary to reduce any tax benefits because the available benefits are more
likely than not to expire before they can be used.  These net
operating losses expire as the following, $400 at 2025, $11,350 at 2026, $3,250
at 2027 and $3,250 at 2028.
  The Company has available
net operating loss carry-forwards for financial statement and federal income tax
purposes. These loss carry-forwards expire if not used within 20 years from the
year generated. The Company's management has decided a valuation allowance is
necessary to reduce any tax benefits because the available benefits are more
likely than not to expire before they can be used.
  The Company's management
determines if a valuation allowance is necessary to reduce any tax benefits when
the available benefits are more likely than not to expire before they can be
used.  The tax based net operating losses create tax benefits in the
amount of $3,650 from inception through December 31, 2008.
  Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial statement purposes and the
amounts used for income tax purposes. Significant components of the Company's
deferred tax liabilities and assets as of December 31, 2008 are as
follows:
  Deferred tax
      assets:Federal net
      operating loss
                
                $
                2,738State net operating
      loss
                
                
                912Total Deferred Tax
      Asset
                
                
                3,650Less valuation
      allowance
                
                
                (3,650
                )0
  The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
  Federal income tax
      rate
                
                
                15.0
                %State tax, net of
      federal benefit
                
                
                5.0
                %Increase in
      valuation allowance
                
                
                (20.0
                %)Effective income tax
      rate
                
                
                0.0
                %
 12. Controls and
Procedures:
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
 
 
 
 F-9
 
 ITEM9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 Our
accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
 
 ITEM9A. CONTROLS AND
PROCEDURES
 
 Evaluation of disclosure
controls and procedures
 
 The
Company’s management, with the participation of our Chief Executive Officer and
Chief Financial Officer, carried out an evaluation of have evaluated the
effectiveness of our “the Company’s disclosure, controls and procedures” (as
defined in Rules Rule 13a-15(3) and 15-d-15(3) of the e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this Annual Report
(the “Evaluation Date”). As a result of such evaluation, Chief Executive Officer
and the Chief Financial Officer have concluded that, as of the Evaluation Date,
our such disclosure, controls and procedures are effective, providing them with
material to provide reasonable assurance that the information relating to our
company as required to be disclosed in the reports we file the Company files or
submits under the Securities Exchange Act on a timely basis.
 
 There
were no changes in our internal controls over of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's   rules and forms, and (ii)
accumulated and communicated to management, including the Company’s principal
executive and principal financial reporting, known to our Chief Executive
Officer or Chief Financial Officer, persons performing such functions, as
appropriate, to allow timely decisions regarding disclosure. The Company
believes that a control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the control system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.
  MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting is
designed to provide reasonable assurance to the Company’s management and Board
of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including 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 US
GAAP and that receipts and expenditures 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.
 
 Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.  Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting.  Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2008.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this
Annual Report.
  Changes
in Internal Control over Financial Reporting
  No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
   -5-
  PART
III
  ITEM10. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
 
 We have 1
Director and 2 Officers as follows:
 
 Name
                      Age
                      Positions
      and Offices HeldAnthony
      Hu
                      43
                      President/Director,
      Chief Executive OfficerSimone
      Crighton
                      34
                      Chief
      Financial Officer
 
 Mr. Hu
has been a very successful entrepreneur with over 15 years of experience in
international trading business with China. He began his business in land and
property sale in China during late 80’s to international trading business and
foreign investors, who established factories in China. He’s also a partner and
investor in many of the Chinese business concerns, with the most current one-
Thomas Morgan Capitals, LLC, a private equity company with a focus to invest
start up companies.
 
 Mrs.
Crighton has over 12 years of experience in several different accounting fields
with most of the fortune 500 corporations. She began her accounting career with
McCann-Erickson- An advertising company, Societe Generale- a French investment
bank, General Electric- a US conglomerates, and a most current managerial
position with Coty Inc. - a manufacturer and distributor of fragrances. She has
a diverse accounting experience from financial audit, fund investment
accounting, manufacturing accounting, royalty accounting, etc. She holds a
Bachelor of Science degree in Accounting from Queens College.
 
 Term of
Office
 
 Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
 
 All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.
 
 None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Audit
Committee
 
 We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.
  Certain Legal
Proceedings
 
 No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
 
 Compliance With Section
16(A) Of The Exchange Act.
 
 Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
   -6-
 
 Code of
Ethics
  The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
 
 ITEM 11. EXECUTIVE
COMPENSATION
 
 Compensation of Executive
Officers
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2008, 2007 and 2006  in all capacities for
the accounts of our executives, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO):
 
 SUMMARY
COMPENSATION TABLE
  Name
      and Principal Position
                  Year
                  
                  Salary
                    ($)
                  
                  
                  Bonus
                    ($)
                  
                  
                  Stock
                      Awards
                    ($)
                  
                  Option
                      Awards
                    ($)
                  
                  
                  Non-Equity
      Incentive Plan Compensation ($)
                  
                  
                  Non-Qualified
      Deferred Compensation Earnings
                    ($)
                  
                  
                  All
      Other Compensation
                    ($)
                  
                  
                  Totals
                    ($)Anthony
      Hu, President, CEO and Director
                  2008
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  $
                  02007
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  $
                  02006
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  $
                  0Simone
      Crighton, CFO
                  2008
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  02007
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  02006
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Michael
      Raleigh
                    Former
      President, Chief Executive Officer, Chief Financial
      Officer
                  2008
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  02007
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  02006
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
  Employment
Agreements
 
 We do not
have any employment agreements in place with our officers and
director.
  Our sole
director does not receive any compensation for serving as a member of the board
of directors.
  There are
no other stock option plans, retirement, pension, or profit sharing plans for
the benefit of our officers and director other than as described
herein.
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
 
 The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
 
 Name
      and Address of
                    Beneficial
      Owner
                  Amount
      of
                    Beneficial
      Ownership
                  Percentage
                    of
      ClassAnthony
      Hu
                  8,000,000
                  80%Simone
      Crighton
                  80,000
                  .80%Robert
      Young
                  1,920,000
                  19.2%All
      Executive Officersand
      Directors as a Group
                    (1
      Person)
                  8,080,000
                  80.800%
   -7-
  ITEM 13.CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.
 
 We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
  ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
  Audit
Fees
 
 For the
Company’s fiscal year ended December 31, 2008, we were billed approximately
$1,000.00 for professional services rendered for the audit of our financial
statements. We were not billed for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for our year ended December 31, 2008.
 
 Audit-Related
Fees
  There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
 
 Tax Fees
 
 For the
Company’s fiscal year ended December 31, 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
 
 All Other
Fees
 
 The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2008.
 
 
 -8-
 
 PART
IV
  ITEM 15. EXHIBITS
  Method of Filing
                  Exhibit Number
                  Exhibit TitleIncorporated
      by reference to Exhibit 3.1 to Form 10SB filed on April 3, 2006 (File No.
      000-51879)
                  3.1
                  Certificate
      of Incorporation of HSM Holdings, Inc.Incorporated
      by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2006 (File No.
      000-51879)
                  3.2
                  By-LawsIncorporated
      by reference to Form 10-KSB filed on March 31, 2008 (File No.
      000-51880)
                  14.1
                  Code
      of EthicsFiled
      herewith
                  31.1
                  Certification
      of Anthony Hu pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                  31.2
                  Certification
      of Simone Crighton pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                  32.1
                  Certification
      of Anthony Hu pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                  32.2
                  Certification
      of Simone Crighton pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
     -9-
   SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
   HSM Holdings,
      Inc.Date:
      January
      27, 2009
                  By:
                  /s/ Anthony HuPresident,
      Chief Executive Officer
                    and
      Chairman of the Board of Director
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
   Signature
                            
                            Title
                            
                            Date/s/
      Anthony
      Hu
                            
                            President,
      Chief Executive Officer,
                            
                            January
      27, 2009Anthony
      Hu
                            
                            and
      Chairman of the Board of Director/s/
      Simone
      Crighton
                            
                            Chief
      Financial Officer
                            
                            January
      27, 2009Simone
      Crighton
    -10-