10-K/A 1 f10ka.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

[ ]	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 Registrant in its charter)

DELAWARE	27-0335366
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1118 Jefferson Street Lafayette, Louisiana	70501
(Address of principal executive offices)	(Zip Code)

(337) 269-5933

(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	None

Securities 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 [X] No [ ]

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

Yes [X] No [ ]

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 [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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 July 17, 2009 was: 10,000,000

Documents Incorporated by Reference: None.

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Explanatory Note

HSM Holdings, Inc., a Delaware corporation (the "Company"), is filing this Form 10-K/A (Amendment No. 1) to amend its Annual Report on Form 10-K for the year ended December 31, 2008, filed with the U.S. Securities and Exchange Commission on January 27, 2009 (the "Original 10-K").

The primary purpose of this Amendment No. 1 is to amend and restate in its entirety Item 8 of Part II of the Original 10-K. The January 14, 2009 Report of Independent Registered Public Accounting Firm contained in Item 8 of the Original 10-K (i) erroneously indicated in paragraph 3 thereof that the name of the Company was Indestructible I, Inc., and (ii) did not properly present thereon the electronic signature of Gately & Associates, L.L.C., the accounting firm which conducted the audit of the Company's financial statements. In this Amendment No. 1, paragraph 3 of the Report of Independent Registered Public Accounting Firm has been revised to correct the name of the Company to HSM Holdings, Inc., the electronic signature of Gately & Associates, L.L.C. has been properly presented thereon, and the date of such report has been changed to July 15, 2009. For the convenience of the reader, Item 8 (as revised) is herein set forth in its entirety.

In addition, this Amendment No. 1 includes as an exhibit that certain Certification of Amendment to Certificate of Incorporation of 4304 Inc. dated August 23, 2006 (which changed the name of the Company from 4304 Inc. to HSM Holdings, Inc.). Such exhibit was not included as an exhibit to the Original 10-K.

Other than the revisions referred to above, all other information included in the Original 10-K remains unchanged.

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PART II

ITEM 8. FINANCIAL STATEMENTS

HSM HOLDINGS, INC.

(a development stage company)

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

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Financial Statements Table of Contents


FINANCIAL STATEMENTS	Page #


Report of Independent Registered Public Accountant	F-1

Balance Sheet	F-2

Statement of Operations and Retained Deficit	F-3

Statement of Stockholders Equity	F-4

Cash Flow Statement	F-5

Notes 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 HSM Holdings, 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.

/s/ Gately & Associates, L.L.C.

Gately & Associates, L.L.C.

Lake Mary, FL

July 15, 2009

F-1

_____________________________________________________________________________________________

HSM Holdings, Inc.
(a development stage company)
BALANCE SHEET
As of December 31, 2008 and 2007

ASSETS

CURRENT ASSETS	12/31/2008			12/31/2007

Cash	$	-		$	-

Total Current Assets		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accrued Expenses	$	8,250		$	5,000

Total Current Liabilities		8,250			5,000

TOTAL LIABILITIES		8,250			5,000

STOCKHOLDERS' EQUITY

Preferred Stock - Par value $0.001;
Authorized: 10,000,000
None issues and outstanding		-			-

Common Stock - Par value $0.001;
Authorized: 100,000,000
Issued and Outstanding: 10,000,000		10,000			10,000

Additional 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

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HSM Holdings, Inc.
(a development stage company)
STATEMENT OF OPERATIONS
For the twelve months ending December 31, 2008 and 2007,
and from inception (December 9, 2005) through December 31, 2008


	12 MONTHS			12 MONTHS			FROM
	ENDING			ENDING			INCEPTION
	12/31/2008			12/31/2007			TO 12/31/08

REVENUE	$	-		$	-		$	-

COST OF SERVICES		-			-			-

GROSS PROFIT OR (LOSS)		-			-			-

GENERAL AND ADMINISTRATIVE EXPENSES		3,250			3,250			18,250

NET 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

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HSM Holdings, Inc.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
(unaudited)
From inception (December 9, 2005) through December 31, 2008


			COMMON		ACCUM.			TOTAL
	SHARES		STOCK		DEFICIT			EQUITY

Stock issued on acceptance		100,000	$	100	$	-		$	100
of incorporation expenses
December 9, 2005

Net Income (Loss)						(400	)		(400	)


Total, December 31, 2005		100,000		100		(400	)		(300	)

Stock issued as compensation		9,900,000		9,900		-			9,900
during September 2006
for $9,900 or $.001 per share

Net 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

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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, 2008


	12 MONTHS			12 MONTHS			FROM
	ENDING			ENDING			INCEPTION
CASH FLOWS FROM OPERATING ACTIVITIES	12/31/2008			12/31/2007			TO 12/31/08

Net income (loss)	$	(3,250	)	$	(3,250	)	$	(18,250	)

Stock issued as compensation		-			-			10,000
Increase (Decrease) in Accrued Expenses		3,250			3,250			8,250

Total adjustments to net income		3,250			3,250			18,250

Net cash provided by (used in) operating activities		-			-			-

CASH FLOWS FROM INVESTING ACTIVITIES

None		-			-			-

Net cash flows provided by (used in) investing activities		-			-			-


CASH FLOWS FROM FINANCING ACTIVITIES

None		-			-			-

		-			-			-

CASH RECONCILIATION

Net 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

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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.

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.

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.

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	$	2,738
State net operating loss		912

Total Deferred Tax Asset		3,650
Less 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.

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ITEM 15. EXHIBITS

Method of Filing	Exhibit Number	Exhibit Title

Filed herewith	3	Certification of Amendment to Certificate of Incorporation of 4304 Inc. dated August 23, 2006.

Filed herewith	31	Certification of G. Darcy Klug pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith	32	Certification of G. Darcy Klug pursuant to 18 U.S.C. Section 1350.

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SIGNATURES

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

	HSM Holdings, Inc.

Date: July 17, 2009	By:	/s/ G. Darcy Klug
		G. Darcy Klug, Chief Executive Officer and Chief Financial Officer

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/ G. Darcy Klug	Chief Executive Officer, Chief Financial Officer, and Sole Member of the Board of Directors	July 17, 2009
G. Darcy Klug

_____________________________________________________________________________________________

EXHIBIT INDEX

Exhibit Number	Description

3	Certification of Amendment to Certificate of Incorporation of 4304 Inc. dated August 23, 2006.

31	Certification of G. Darcy Klug pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of G. Darcy Klug pursuant to 18 U.S.C. Section 1350.

0739451.02