Hammer Handle Enterprises Inc. (Form: SB-2, Received: 01/09/2008 11:57:16)

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Hammer Handle Enterprises Inc.

Vancouver, British Columbia, Canada

We have audited the accompanying balance sheet of Hammer Handle Enterprises Inc. (the “Company”) as of November 30, 2007, and the related statements of operations, stockholders' equity, and cash flows for the period from June 29, 2007 (Date of Inception) through November 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Hammer Handle Enterprises Inc. as of November 30, 2007, and the results of its operations and its cash flows for the period from June 29, 2007 (Date of Inception) through November 30, 2007 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2008 raise substantial doubt about its ability to continue as a going concern. The 2007 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Maddox Ungar Silberstein, PLLC

Maddox Ungar Silberstein, PLLC

Bingham Farms, Michigan

December 17, 2007

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HAMMER HANDLE ENTERPRISES INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

As of November 30, 2007

ASSETS

Current assets
Cash	$	60,607


Total assets	$	60,607

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	4,000

STOCKHOLDERS’ EQUITY:
Common stock, $.001 par value, 50,000,000 shares authorized, 2,870,000 shares issued and outstanding		2,870
Additional paid in capital		68,130
Deficit accumulated during the exploration stage		(14,393)
Total stockholders’ equity		56,607

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	60,607

See accompanying notes to financial statements.

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HAMMER HANDLE ENTERPRISES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the period from June 29, 2007 (Date of Inception) through November 30, 2007

General and administrative expenses:
Foreign exchange loss	$	692
Exploration costs		8,500
Professional fees		4,000
Other		1,201
Total general and administrative expenses		14,393

Net loss	$	(14,393)

Net loss per share:
Basic and diluted	$	(0.01)
Weighted average shares outstanding:
Basic and diluted		1,292,840

See accompanying notes to financial statements.

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HAMMER HANDLE ENTERPRISES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY

Period from June 29, 2007 (Date of Inception) through November 30, 2007

	Common Stock Shares Amount				Additional paid-in capital		Deficit accumulated during the exploration stage		Total

Issuance of common stock for cash to founder	2,400,000	$	2,400	$	21,600	$	-	$	24,000
Issuance of common stock for cash at $.10 per share	470,000		470		46,530		-		47,000
Net loss for the period	-		-		-		(14,393)		(14,393)

Balance, November 30, 2007	2,870,000	$	2,870	$	68,130	$	(14,393)	$	56,607

See accompanying notes to financial statements.

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HAMMER HANDLE ENTERPRISES INC.

(A EXPLORATION STAGE COMPANY)

STATEMENT OF CASH FLOWS

For the period from June 29, 2007 (Date of Inception) through November 30, 2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(14,393)
Change in non-cash working capital items Increase in accounts payable and accrued liabilities		4,000
CASH FLOWS USED IN OPERATING ACTIVITIES		(10,393)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		71,000

NET INCREASE IN CASH		60,607
Cash, beginning of period		-
Cash, end of period	$	60,607

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-
Income taxes paid	$	-

See accompanying notes to financial statements.

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HAMMER HANDLE ENTERPRISES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2007

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Hammer Handle Enterprises Inc. (“Hammer Handle ” or the “Company”) was incorporated in Nevada on June 29, 2007. Hammer Handle is an exploration stage company and has not yet realized any revenues from its planned operations.

On November 15, 2007 the Company completed its acquisition of a 100% interest in the “Pinto” mineral claims which is comprised of three contiguous British Columbia mineral tenures occupying an aggregate of 230 hectares or 569 acres of land. The claims are located near Grand Forks, British Columbia.

The Company has not presently determined whether its mineral claims contain mineral reserves that are economically recoverable. The recoverability of amounts from the mineral claims will be dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of the mineral claims and upon future profitable production or proceeds from the sale thereof.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Mineral Properties

Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Costs of acquisition are capitalized subject to impairment testing, in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.

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HAMMER HANDLE ENTERPRISES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2007

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Income

The Company has adopted SFAS 130 “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Income Tax

Hammer Handle follows SFAS 109, “Accounting for Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

Cash and Cash E q ui v a lents

T h e C o m p a ny c o nsi d ers all h i gh ly li qu i d inves t m e n ts wit h t h e ori g i n a l m atu ritie s o f thre e m on t hs or les s to be ca s h e q u i v a le n t s

Recent Accounting Pronouncements

Hammer Handle does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 - GOING CONCERN

Hammer Handle has recurring losses and has a deficit accumulated during the exploration stage of $14,309 as of November 30, 2007. Hammer Handle 's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Hammer Handle has no current source of revenue. Without realization of additional capital, it would be unlikely for Hammer Handle to continue as a going concern. Hammer Handle 's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found. Hammer Handle 's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.

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HAMMER HANDLE ENTERPRISES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2007

NOTE 3 - MINERAL PROPERTY RIGHTS

During the period, the Company acquired a 100% interest in three mining claims near Grand Prairie, British Columbia, Canada for cash consideration of $5,000 and a 1% net smelter royalty.

NOTE 4 - INCOME TAXES

The provision for Federal income tax consists of the following:

	November 30, 2007
Refundable Federal income tax attributable to:
Current Operations	$	4,894
Less: valuation allowance		(4,894)
Net provision for Federal income taxes	$	-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	November 30, 2007
Deferred tax asset attributable to:
Net operating loss carryover	$	3,506
Less: valuation allowance		(3,506)
Net deferred tax asset	$	-

At November 30, 2007, Hammer Handle had an unused net operating loss carryover approximating $14,300 that is available to offset future taxable income; it expires beginning in 2027.

NOTE 5 - COMMON STOCK

At inception, Hammer Handle issued 2,400,000 shares of stock to its founding shareholder for $24,000 cash.

During the period ended November 30, 2007, Hammer Handle issued 470,000 shares of stock for $47,000 cash.

NOTE 6 - COMMITMENTS

Hammer Handle neither owns nor leases any real or personal property. Our officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officer and director are involved in other business activities and most likely will become involved in other business activities in the future.

By the Mineral Tenure Act of the Province of British Columbia, Hammer Handle Enterprises Inc. has the right to access for the purposes of conducting mineral exploration the land it has staked.

3.3 AGREEMENTS AND PERMITS

A MTO Bill of Sale between David Zamida and Hammer Handle Enterprises Inc. with respect to the Pinto Property as to 100% ownership transfer was initiated on November 8, 2007 (Event #4179187) and was completed on November 15, 2007 (Event #4180276). This transfer of ownership followed a Bill of Sale of the Pinto Mineral Title (Invoice #30016) between David Anthony Zamida and Hammer Handle Enterprises Inc., dated October 31, 2007.

3.4 Permitting and Environmental Liabilities

No current permits or Provincial Notices of Work exist on the Pinto Project nor, in the author’s opinion, does the Property have any outstanding environmental liabilities attached (as all previously held mineral tenures or crown granted mineral claims lapsed before the claim was acquired in 2007).

Should a large scale exploration program be mounted on the Pinto Property, Provincial permits will be required to conduct such work. All exploration and development permits for the Pinto Project would be issued by the Cranbrook Regional office of the Greenwood Mining Division of the B.C. Ministry of Energy, Mines and Petroleum Resources. The Southeast Mining and Minerals Division Cranbrook Regional office is located at:

Southeast Mining and Minerals Division

2nd Floor

42 8th Avenue South

Cranbrook, British Columbia

V1C 2K3

Telephone: (250) 426-1557

Fax: (250) 426- 1652

Paul D. Gray Geological Consultants

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There are no First Nations Reserves located on or near the Pinto Property. The current Property boundaries exist within an area not currently under any Statement of Intent (SOI) for any First Nation. Any and all proposed work programs should however include correspondence and consultation with any local First Nations .

The Pinto Project lies in the Southern Interior Forest Region, Arrow Boundary Forest District, Boundary Timber Supply Area of the British Columbia Ministry of Forests. The right of access for mineral exploration on the mineral claim is held by Hammer Handle Enterprises Inc. As with any British Columbia mineral tenure, these rights are subject to compensation to the surface rights holders to the surface rights as a result of its mining and related activities.

Information on Forestry activities can be determined by contacting:

Arrow Boundary Forest District

845 Columbia Avenue

Castlegar, BC

V1N 1H3

Canada

Telephone: (250) 365-8600

Facsimile: (250) 365-8568

Email: Forests.ArrowBoundaryDistrictOffice@gov.bc.ca

The Pinto Property, rights lies between the Granby and Glandstone Class ‘A’’ Provincial Parks. The Property lies approximately twenty (20) kilometres northwest of Gladstone Provincial Park and approximately eight (8) kilometres east of Granby Provincial Park. The proximity to these B.C. Parks should be taken into account with any potential development or exploration plans. Exploration in B.C. in general, requires a high level of environmental conscientiousness by any exploration, development or mining projects.

Paul D. Gray Geological Consultants

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4.0 LOCATION, ACCESSIBILITY, INFRASTRUCTURE AND PHYSIOGRAPHY

4.1 LOCATION AND ACCESS

The Pinto Property is situated in the Boundary District of South Central British Columbia, approximately 62 kilometres north of Grand Forks, B.C. at UTM Zone 11, 5493850N . 401720E. (49º 35’ 26” N. Latitude; 118º 21’ 40” W. Longitude). The town of Grand Forks, (population ~4,000) lies approximately 320 kilometres east of Vancouver, B.C. on the Canada-United States Border and is located on a major transportation route - British Columbia Provincial Highway 3 (“The Crowsnest Highway”).

Access to the Pinto Property is afforded by the paved “Granby Road.” for a distance of about 40 kilometres north from Grand Forks along the Granby River valley. At this point, the “28 Mile Bridge” crosses the Granby River and the Granby Forest Service road leads one (1) kilometre to a right (north) where the gravel Burrell Creek Forest Service Road should be followed for 35 kilometres up the Burrell Creek valley. This road is in good condition, but improvements may be required. There is alternative access via gravel road north from the property to Edgewood, B.C. on Lower Arrow Lake which is connected to British Columbia Provincial Highway No. 6, which continues to Vernon, B.C.

N.B. The current access conditions of the Property have not been established by the author. It is assumed that access remains open as described above.

4.2 CLIMATE

The climate of the Pinto Property is typical of the mountainous regions southcentral/southwest British Columbia, with warm wet summers and cold, long winters. Snow has been reported to accumulate to over two (2) metres in the mountains and valleys of the Property. Year round development and mining would however be possible. Field exploration seasons are best conducted from May through November as snow accumulations on the Property have been reported from November through May.

The closest reporting Environment Canada weather station to the Project is located in Grand Forks, B.C (approximately 62 kilometres South of the Property). At this location the mean annual precipitation is 391.1 mm and 118.7 cm of snow, and average annual temperatures range from -5.0°C to 19.5°C, with a mean of 7.7°C (Environment Canada, 2007). Grand Forks averages 105.9 days of precipitation. Conditions can be expected to be similar on the Pinto Property as in Grand Forks with increased snowfall and precipitation due to the higher property elevations and more northerly location .

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4.3 PHYSIOGRAPHY

The Pinto Property is situated in the southern Monashee Mountains of the Columbia Mountains Chain, on the western flank of the Christina Range, an area of typically rugged and steep relief. The terrain over the Property consists of moderately steep-sided mountains , covered in second-growth forest and clear-cut timber harvest areas. Elevations within the Property boundaries range from 930 metres above sea level at the southern boundary of the claim to a maximum of 1,250 metres above sea level at the north-central portion of the Property.

The Property is heavily wooded with mixed coniferous forest on the slopes and deciduous trees (aspen, cottonwood, and birch) defining the valley bottoms. Douglas fir, western larch, lodgepole pine, white spruce and western red cedar are the common species of tree seen on the Property .

4.4 INFRASTRUCTURE

The Pinto Property is accessed by a fair weather gravel road, the paved Granby Road lies within 35 kilometres of the Project. Three Phase power lies approximately 41 kilometres south at the North Fork Valley. Water sources for exploration program may be found in Burrell Creek which transects the central portion of the Pinto mineral claims draining them (See Figure 3-3).

The proximity of paved Granby Road and the population (and potential personnel) centre of Grand Forks, B.C., combined with the open and well maintained forest service roads and ample hydroelectric potential in the area characterize this Project’s infrastructure as excellent.

The closest full-service airports are located in Kelowna, Penticton or Castlegar , respectively. Grand Forks offers all normal services and supplies including a hospital and adequate accommodations and food establishments to support all exploration programs. Additionally, active train service is available from Grand Forks.

Figure 3-3 and 3-4 illustrate the described infrastructure in relation to the tenure boundaries.

Paul D. Gray Geological Consultants

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5.0 HISTORY AND PREVIOUS EXPLORATIO N

5.1 REGIONAL EXPLORATION HISTORY

The Pinto Property is located within the Boundary District, which has a long history of mining activity and mineral exploration spread over several distinct mining camps. In particular these are the Greenwood Camp (approximately 55 kilometres southwest of the Pinto Property), the Rossland Camp (approximately 98 kilometres southeast), and the Republic camp of Washington State (approximately 105 kilometres south). The only active gold mine in the Boundary District area is the Emanuel Creek deposit of Kinross near Curlew, Washington State, approximately 90 kilometres south of the Pinto Property.

The Franklin Camp lies in the northern portion of the Boundary District in south central British Columbia in a region known to host a significant number of mineral occurrences, showings and past producers (as defined by the B.C. MINFILE). The most noteworthy of the past producers of this Mining Camp was the Union Mine (staked in 1906) where approximately 122,555 tonnes grading 14.1 g/t Au and 353.4 g/t Ag produced 43.3 million grams of silver, 1.7 million grams of gold, 298,664 kilograms of zinc, 168,257 kilograms of lead, and 12,665 kilograms of copper Between 1913 and 1947 (predominantly in the 1930’s).

Previous authors (Caron, 2003; Peatfield, 1978; Church, 1986; Fyles, 1984; Parker and Calkins, 1964; Bancroft, 1914; Brock, 1906; Muessig, 1967) have compiled first-rate discussions of the historical mineral exploration of the Franklin Camp and region exploration. While the following section summaries these works, the reader is recommended to consult these publications.

Exploration Franklin Camp began in 1896 when the Banner and McKinley mineral claims were staked. The following ten years saw a period of intense mineral claim staking which succeeded in covering the majority of the now defined areas of mineralization. Crown granted mineral claims were applied for and granted during this ten year period, and a portion of these Crown grants remain active to this day.

Mineral exploration and development work on the claims staked during this early “rush” culminated with numerous open cuts, shallow shafts and adits developed on the properties. The extent of the early exploration activity on the area is reflected in both the number old workings and in the number of MINFILE occurrences in the Franklin Camp, 41 separate BC MINFILE occurrences are catalogued in the Franklin Camp area. The early exploration and development programs were focused on multiple areas within the camp with three distinct styles of mineralization; 1) quartz veins and silicified structurally controlled zones hosting gold and silver (vein type - Union Mine); 2) massive shear zone hosted chalcopyrite; and 3) lead-zinc skarn mineralization.

In 1900, a government sponsored access trail was opened to the Franklin Camp from Grand Forks. 1906 saw a considerable amount of exploration work conducted, so much so that the “Gloucester City townsite” at the junction of Burrell and Gloucester Creeks was surveyed in. By 1908 the trail from Grand Forks had been upgraded to a wagon road and a number of properties (the Maple Leaf, Banner, Gloucester and McKinley) had been considerably advanced by

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exploration. Government Geologist C.W. Drysdale spent the 1911 field season in the Franklin Camp completed the first area geological mapping for the Geological Survey of Canada. His report (Drysdale, 1915), remains one of the only comprehensive reports on the Franklin Camp and chronicles the early exploration and development history of the camp.

By 1914, the main active projects were the Union, McKinley and the Banner properties, all of which were hampered by prohibitive transportation costs to and from the isolated camp.

In 1918, the Great War prompted the Imperial Munitions Board in London to initiate a broad reaching platinum exploration program which included the Franklin Camp (Thomlinson, 1920). Tomlinson reported a Maple Leaf sample of 0.17 oz/t Pt. This proved the potential on the property, and within the Camp, for platinum group elements (PGE’s) mineralization.

By 1927, the Union Mine transferred ownership to an aggressive Hecla Mining Company. Over the following four seasons Hecla conducted considerable exploration and development on the Union property, including the construction of a 145 tonne per day flotation mill. In 1930 the Union Mine was into a production phase. By 1933, a cyanide plant was constructed to treat the tailings from the milling operation with reprocessing of the tails run from 1934-36 (Pike, 1935; Minfile 082ENE003).

Post-World War II, saw a period of quiescence in the Franklin Camp. The 1960’s brought a renewed interest in the exploration of the Franklin Camp, not only with modern exploration methods applied but with the focus shifting from precious metal veins to platinum and copper deposits. Spud Huestis initiated this change when in the early 1960’s he staked a large land package for Franklin Mines Ltd. primarily for bulk tonnage P.G.E. potential. The late 1960’s saw extensive exploration completed, including mechanical trenching, geophysical/geochemical surveys and diamond drilling towards this end (Chilcott, 1965; Chilcott and Lisle, 1965).

Road construction, trenching, and diamond drilling throughout the Franklin Camp was Franklin Mine Ltd.’s focus in 1965. In 1968, Newmont Mining Corp. of Canada Ltd. Moved into the Mt. McKinley/ Mt. Franklin (southern) areas of the Camp targeting the similarities between the Franklin Camp lithologies and those of the Phoenix deposit, near Greenwood, B.C. Newmont conducted widespread fieldwork, including geophysics, geological mapping and significant physical work, additionally helicopter borne magnetometer surveys were completed. The work was primarily focused in the McKinley and Banner areas.

Pearl Resources bought the Union Mine in 1979 and spent the following three years completing a compilation of previous work at the mine, as well as conducting considerable new exploration of their own. Underground workings at the Union Mine were reopened and made safe while surface work (rock and soil geochemistry followed by five [5] diamond drill holes) was completed. Pearl’s exploration work targeted the faulted-off western extension of the main Union vein (Lisle, 1979, 1980a,b; Lisle and Seraphim, 1980). 1984 saw 19 underground diamond drill holes, totaling 1,076 metres, combined with 34 underground percussion holes, together 397 total metres (Drown, 1985).

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In 1985, 24K Mining Inc. (later Sumac Ventures Inc.) optioned the Union Mine property from Pearl Resources and built a cyanide leach facility to reprocess the Union Mine tails. A series of technical and environmental problems hampered this program which was terminated in 1989. This marked the last time development work has been reported at the Franklin Camp’s Flagship Union Mine.

In 1986, Longreach Resources had accumulated a large land position in the northern portion of the Franklin Camp and testing the PGE potential thereof with diamond drilling programs. Their work covered areas including the Maple Leaf, Averill and Buffalo showings. The work culminated with Placer Dome Inc. optioning the Longreach holdings in 1987, who subsequently mounted an exhaustive mineral exploration program focused exclusively on the PGE potential (The Platinum Blonde Project), which included soil sampling, ground magnetometer and electromagnetic surveys, geological mapping, and 10 holes (1,209 meters) of diamond drilling. By 1987, Placer’s focus had adjusted from PGEs potential to “Union Mine” type epithermal gold targets. Placer’s work in the area ended in 1989.

The 1990’s saw exploration work by Canamax Resources Inc. (IXL claims) and Sway Resources

(Deadwood-Homestake-Banner areas). Canamax began the 1990’s with airborne geophysical surveys, soil and rock chip sampling, and geological mapping (Harris, 1991; Johnson, 1991). Sway Resources drilled at least 29 diamond drill holes and 14 percussion holes by the mid 1990’s. This vintage of exploration is not well reported.

In 2001 Tuxedo Resources Ltd. acquired a large Franklin Camp land package and utilized it for listing purposes. Tuxedo conducted an airborne geophysical survey and subsequently prepared a 43-101 Technical Report on their holdings (Peatfield, 2002).

The B.C. Geological Survey Mineral Resource Assessment characterizes the area of the Pinto property in the highest category of mineral potential in the Province

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Table 5-1: Selected List of Relevant Mineral Properties Proximal to the Pinto Project (BC MINFILE)

Property	BC MINFILE #	Commodities
McKinley*	082ENE001	Cu Ag Pb Zn Au
Banner	082ENE002	Au Ag Pb Zn Cu
Union*	082ENE003	Ag Au Zn Pb Cu Pt Pl
Little	082ENE004	Pb Zn
Gloucester	082ENE005	Au Ag Cu Mo Zn Pb Pt
G.H.	082ENE006	Cu
Averill	082ENE007	Cu Ag Pt Pl
Buffalo	082ENE008	Cu Pt Pl
Maple Leaf*	082ENE009	Au Ag Cu Pt Pl
Royal Tinto	082ENE010	Fe
Bullion	082ENE013	Ag Au Cu Pb Zn
ALCO	082ENE014	Cu Mo Au
Verde	082ENE020	Au Ag Cu Pb Zn
Yellow Jacket	082ENE021	Cu Pb Zn
IXL	082ENE033	Cu Au Pb Zn
Jimmy	082ENE042	Ag Zn Pb Cu
Aldie	082ENE050	Au Ag Zn Pb Cu
Homestake*	082ENE051	Au Ag Pb Zn Cu
Alpha	082ENE052	Au Ag Cu
Golden	082ENE053	Pt Cu
Blue Jay	082ENE054	Cu Ag
Mountain Lion	082ENE055	Pt
Lucky Jack	082ENE056	Cu Pt Au
White Bear	082ENE057	Cu Au Ag
Nellie	082ENE059	Cu
Columbia	082ENE060	Pt Cu
Ottawa	082ENE061	Pt Cu
Franklin Camp Limestone	082ENE062	LMS
Deadwood	082ENE063	Au Ag Pb Zn Cu
Laura	082ENE066	Ag Au Pb Zn
Beaver	082ENE080	Cu Au
Lucky Jack	082ESE056	Cu Pt Au
Iron Cap	082ESE058	Fe Cu
Silver Queen	082ESE108	Ag Cu Pb
VAN	082ENE136	Zn Cu
WSW	082ESE177	Au Ag Cu Pb Zn
LJ	082ESE178	Au Ag Pb Cu Mo
ZAP	082ESE271	Cu Pb Zn Au Ag
Switchback	082ESE272	Ag Au
Ridge	082ESE273	Au

* Indicates Past Producer Status

Paul D. Gray Geological Consultants

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5.2 FRANKLIN CAMP PRODUCTION RECORDS

According to the BC MINFILE reports, four (4) properties in the Franklin Camp have recorded metal production, Union, Maple Leaf, Homestake and McKinley. The main focus of development was on precious metals, with associated minor base metal production. No record of material PGE production exists.

Union (BC MINFILE 082ENE003):

The Flagship producer of the Franklin Camp, the Union Mine is an epithermal vein deposit consisting of quartz hosted gold and silver which produced sporadically from 1913 through 1989. The convoluted history of production from this mine encompasses multiple generations and types of production, e.g. conventional mining, milling and shipment of ore and subsequent reprocessing of high grade mine tails. Approximately 122,500 tonnes of material with average grades of 14 g/t Au and 353 g/t Ag were mined. Total metal production has been reported to come close to 55,500 troy ounces of gold and 1,392,300 troy ounces of silver.

Maple Leaf (BC MINFILE 082ENE009):

In 1915-1916, two shipments of hand-cobbed material totaling 36 tonnes at a recovered grade of 1.7 grams gold per tonne (“g/t Au”); 172 grams silver per tonne (“g/t Ag”); and 7.6 percent copper was reported. While platinum was not mentioned in these reports, Thomlinson (1920) reported that “according to Mr. Young [the manager of the Maple Leaf property], each ton of ore shipped contained nearly one-quarter of an ounce [about 8.5 grams per tonne] of platinum, for which the owners were not paid.”

Homestake (BC MINFILE 082ENE051):

From 1940-1941, the Homestake Mine, shipped a total of 453 tonnes of material for which the recovered grades are calculated as 15.3 g/t Au, 30 g/t Ag and small amounts of zinc and lead. This is an uncertain report as a nearby (Beaverdell, B.C.) operation had the same name which has caused confusion in the records.

McKinley (BC MINFILE 082ENE001):

A 1949 shipment totaling 132 tonnes (including 36 tonnes mined in 1948), with grades of 0.5 g/t Au, 215 g/t Ag, 0.12 percent lead and 0.17 percent zinc is reported.

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5.3 PINTO PROPERTY EXPLORATION HISTORY

The area immediate to the Pinto Property was initially prospected in the early 1900’s, concurrent with the development of the Franklin Mining Camp to the southwest. The exact extent of this initial round of mineral exploration work is not well documented, however what is documented is the large amount of exploration and development work that the Franklin Camp underwent in the early part of the 20 ^th Century. Undoubtedly then, the Pinto Property area was prospected, claimed and worked during this period and a number of historic workings such as shafts, adits and open cuts/prospect pits are noted in the Pinto Property assessment reports which have been attributed to the early 1900’s exploration campaigns of the Franklin Camp.

The only MINFILE occurrence on the Property is the PINTO Showing (082ENE019).

The earliest record of the Pinto is contained within a 1902 Minister of Mines Annual Report which highlights two shafts on the property; the Ophir and the Pinto each of 20 foot [six (6) metre] depths, which were opened that that year. A 1907 record of a Crown Grant Lot (#3240) staked by Thomas Newby also appears in the record as does a 1914 mention of the same Crown Grant.

No further record of exploration on the Property is available until Newmont Mining Ltd. optioned the area covering the Pinto Property (as well of most of the ground covering the historic Franklin Camp, in 1968. While no information on the particulars of this exploration campaign with respect to the Pinto Property are recorded, it is reported that Newmont conducted a Franklin Camp wide program of extensive exploration in 1968, however did not conduct any follow up work in 1970.

In 1970, West Coast Mining & Exploration registered 46, 2-post claims (under the name of D.L. Moore) over and beyond the area of what is now the Pinto Property. Over the subsequent months, a three man camp near Pinto Creek was established and a program of geochemistry (soils) and geophysics (E.M.) was conducted. Geochemical soil grid lines were setup on North-South oriented grid lines spaced at 200 foot (65.6 metre) or 400 foot (131 metre) intervals. Samples were collected from the “B” horizon on 100 foot (32.8 metre) spacings. Samples were bagged and tagged in the field and subsequently analyzed at Chemex Laboratories of North Vancouver. Government and ARIS reports indicate close to 1,200 soils samples were collected and analyzed; however the ARIS report details only 715 samples. 25 line miles (40 line kilometers) of E.M. survey was conducted on the same grid. A Ronka E.M. 16 Survey instrument (utilizing the Seattle N.P.G. station) was used for the survey. In total, 1,200 readings were reported and primary and filtered results were presented in map form (no raw data exists).

No significant targets were generated from the West Coast Mining & Exploration work programs. The soil sampling program did uncover a few anomalous copper values in the general area of the identified historic workings, and shear zone hosted copper mineralization was identified as the possible source. No coincident E.M. anomalies were found, however isolated E.M. anomalies were discovered east of the soil anomalies as well a strong E.M. anomaly in the far northwest corner of the grid, which is off of the current Property Boundary.

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The Property lain dormant to exploration work until 1976 when John LeMay of Kelowna, B.C. staked the Sandy claims, which covered the area of historic work the Pinto Property has seen. Mr. LeMay utilized a helicopter to support his 24 day prospecting program. His field observations included the identification and mapping of an existing adit, a trench and 18 separate open-pits, five (5) of which had depths greater than five (5) feet (1.5 metres) and 14 of which contained fracture related malachite in quartz veins. Four distinct sets of fractures were measured (60º, 180º, 270º, and 315º). Mr. LeMay also identified a gossanous area and the “Pinto Creek Fault”, which defines Pinto Creek, during this program, Mr. LeMay’s observations included terse geological mapping and structural comments which included intense fracturing to the south of Pinto Creek fading to the North under a cap of Basalt. The 1976 work on the exploration work on the Sandy claims covered only the northern most central portions of the current Pinto Property Boundary and served primarily to re-establish the existence of historic mineral exploration workings on the Pinto Creek drainage of Tenderloin Mountain.

1983 saw the next phase of recorded exploration work when Noranda conducted exploration work on the PI 1-3 mineral claims. Geological mapping (1:10,000 scale) and a geochemical survey (127 soil samples and 21 silt samples; assayed for Cu, Zn, Pb, Ag, Mo, As, Au) were collected from the PI property. Three (3) coincident silt samples and six (6) soil samples returned anomalous Cu values and one (1) soil sampled returned anomalous in Zn. This program provides a valuable baseline for Pinto Property geochemical anomalous values; anomalous values for Cu and Zn are reported as greater than 150 ppm Cu and 220 ppm Zn, respectively. Approximately 29 soil samples and nine (9) stream silt samples collected during this program were taken from what is now the Pinto Property. These limited samples returned no noteworthy anomalies.

The bulk of the samples collected from the 1983 Noranda program fell within levels considered to be background. The three anomalous stream sediment samples occur at the headwaters of Pinto Creek, off the current Pinto Property, and represent a contiguous trend of approximately 200 meters. The soils yielded no anomalies of significance. No original assay certificates are included in the existing Assessment report for this Noranda vintage of exploration.

In 1989 Inco Ltd. staked a 20 unit, 4-post mineral claim (Pinto) to cover an anomalous gold value reported by the B.C. R.G.S., and conducted a reconnaissance geological mapping, soil, silt and rock chip sampling program from June to early November. The soil geochemistry demonstrated a few discrete gold anomalies over Nelson Plutonic Suite rocks and a cluster of weak to moderate gold anomalies near Tertiary monzonite-arkose sandstone fault contact. The Nelson granodiorite related anomalies were reported to be associated with discontinuous chalcopyrite-pyrite bearing shear zones. The highest grab sample from the program assayed up to 6.8 g/t Au and 0.41% Cu (this sample was reported as located within the currently Pinto Property). The program also served to confirm and expand on the geochemical anomaly at the head of Pinto Creek (beyond the current Property boundary) first reported in the 1983 exploration program.

The 1989 exploration program collected a total of 462 soil samples 68 rock samples and 18 silt samples from a 20 line-kilometres flagged exploration grid with stations at 50 metre intervals. The grid lines were oriented east-west and normal to a 2,500 metre North-South baseline. All collected samples were

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analyzed for gold and multi-element analyses from Bondar-Clegg and Acme Analytical Labs of Vancouver, B.C. Geological mapping (and assay data presentation) was completed at 1:10,000 scale

Only a portion of the above described samples were collected from what is now the Pinto Property, indeed less than half. The 1989 exploration program does however represent the most systematic and robust exploration program the Pinto Property has seen. Therefore the author has included the annotated figures from the 1989 report in this report with the current claim boundary superimposed (Figures 5-2, 5-3, 5-4, and 5-5). The anomalous areas indicated in these figures represent high priority locations for follow up exploration work.

(LeMay, 1976; Bohme, 1989; Keating, 1983)

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6.0 GEOLOGICAL SETTING

6.1 REGIONAL GEOLOGY

The Pinto Property lies in the northern portion of the Boundary District of south central British Columbia and is centred just north the historic Franklin Mining Camp. In broad terms , the area is a graben-derived terrane consisting of Triassic-Jurassic volcanics and sediments enclosed within and/or intruded by Jurassic-Cretaceous and Tertiary granitic rocks. Late Tertiary volcanic and sedimentary lithologies cover much of the region. The Franklin Camp lies at the north end of the “Republic Graben”, and was formed by the deposition of coarse sediments and volcanics of the Eocene Springbrook (Kettle River) Formation .

The reader is directed to previous reports on the region for more detailed descriptions of the regional geology, Caron (2003); Peatfield, (2001); Höy and Dunne (1997); Fyles (1984, 1990); Little (1957, 1961, 1983); Drysdale (1915); Church (1986); Parker and Calkins (1964); Muessig (1967) and Cheney and Rasmussen (1996). The following discussion summarizes these workers publications:

The Boundary District is situated within the mid-Jurassic accreted Quesnellia terrane. Preexisting, Proterozoic to Paleozoic North American basement rocks do however exist within the rafted Quesnellia terrane (Kettle and Okanogan metamorphic core complexes). During the Eocene, these core complexes were uplifted separated from the overlying lithologies. The oldest of the accreted rocks in the District are the late Paleozoic Knob Hill volcanics and Attwood Group sediments. The Knob Hill Group lithologies are volcanic related, and are made up of cherts, greenstones and related intrusives including a dislocated ophiolite sequence consisting of serpentinite bodies (emplaced along zones of structural weakness). Uncomformably overlying the Knob Hill Group are the late Paleozoic Attwood Group sediments and volcanics (argillites, siltstones, limestones and andesites). The Attwood Group is in turn overlain with limestones, clastic sediments, pyroclastics and greenstones of the Triassic Brooklyn Formation (it is within this formation that the replacement and skarn deposits of the district dominantly occur). The undifferentiated Permo-Triassic rocks of the Anarchist Group subsequently overlie the Triassics. These lithologies are referred to as the Franklin Group (a part of the Devonian to Triassic Harper Ranch Group) within the area of the Franklin Mining Camp. See Figure 6-1.

There is a lithological and stratigraphic similarity between the Franklin Group the Triassic Brooklyn Formation in the Greenwood-Grand Forks area (and in the Belcher District of Washington State); therefore the Franklin Group has been interpreted as correlative with the Brooklyn Formation. This correlation is significant because of the presence of stratabound volcanogenic mineralization within the Brooklyn Formation, which may also occur within the Franklin Group. See Figure 6-2,

Four (4) distinct regional intrusive events have been identified in the region, including Jurassic/Cretaceous alkalic intrusives (the Lexington porphyry, Rossland monzonite, and Averill alkalic complex), diorite related to the Brooklyn/Franklin Group greenstones, Cretaceous-

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Jurassic Nelson intrusives and Eocene Coryell dykes and stocks. The Franklin Group rocks occur as pendants and remnants within these younger intrusive rocks .

Eocene sediments and volcanics unconformably overlie the older rocks of the area. The oldest of the Tertiary rocks are conglomerate and arkosic to tuffaceous sediments of the Eocene Kettle River Formation. These sediments are overlain by andesitic to trachytic lavas of the Eocene Marron Formation, and locally by rhyolite flows, in the Franklin Camp. The Marron volcanics are unconformably overlain by lahars and volcanics of the Eocene Klondike Mountain Formation. Epithermal gold mineralization, related to Eocene structural activity, is theorized to have been important source of gold in the Boundary District.

Metamorphic gneisses of the Grand Forks metamorphic complex, lie southeast of the Pinto Property, the major Granby Fault (locally referred to as the Burrell Creek Fault), a north trending normal fault separates the gneisses from the younger rocks to the west. The Granby Fault forms the eastern boundary to the Republic graben in Washington State, and it can be traced for more than 100 kilometres north to the Franklin Camp, where it follows Burrell Creek. An east-west near vertical structure hosts the significant mineralized quartz veins in the Franklin Camp (the Union Mine), and major north-south faults underlie the principal valleys in the Camp. The Burrell Creek Fault extends through the Pinto Property and Franklin Camp.

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Figure 6-2: Idealized stratagraphic section for the Triassic Franklin Group (modified from Canon, 2004b)

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6.2 PROPERTY GEOLOGY

The Pinto property lies just over two (2) kilometers northeast from the centre of the Franklin Mining Camp. The Franklin Camp overlies an inlier of Paleozoic to Mesozoic volcanic and sedimentary rocks of the Franklin Group, surrounded by Mesozoic and Tertiary intrusive (plutonic) rocks (See Figures 6-3 and 6-4).

The oldest rocks exposed in the Franklin Camp are a sequence of sediments, volcanics and related intrusives referred to as the Franklin Group. These Franklin Group lithologies are intruded by granodiorite and diorite of the Jurassic-Cretaceous Nelson Plutonic (including the Averill) complex and syenite and lamprophyre dykes and stocks of the Eocene Coryell suite. These units are overlain by andesite and trachyte flows of the Eocene Marron Formation (Figures 6-3 and 6-4), these latter lithologies underlie the Pinto Property.

A northerly trending system of Cretaceous to Tertiary faults, known regionally as the Granby Fault, and locally as the Burrell Creek fault, runs east of the Property. Westerly trending cross-cutting structures have been repeatedly identified on the Property and interpreted as spatially related to the PINTO showing. The Burrell Creek fault was active during the Coryell emplacement period, and may have acted as a conduit for percolating fluids which subsequently altered the Tertiary volcanics.

Four major groups of lithologies are found on the Pinto Property; 1) Jurassic-Cretaceous granodiroites of the Nelson Plutonic Suite; 2) Lower Tertiary sediments (arkose and conglomerate) of the Kettle River Formation; 3) Tertiary Marron Formation monzonites; and 4) Eocene intrusive volcanics.

The oldest lithologies on the Pinto Property are the Jurassic Nelson Plutonic Suite granodiorites, and are grey to grey-brown and are uniform in composition and texture, with plagioclase feldspar and amphibole as the major constituents; and can vary on the Property from a hornblende-rich granodiorite to a biotite granite. The Tertiary Kettle River Formation acidic volcanics (flows and tuffs) and clastic sediments unconformably overly the granodiorites. The clastic sediments are made up of pebble to boulder sized clasts (granitic) within conglomerates which host intercalated sandstone units (with minor graded bedding indications) while the acidic volcanics are rhyolites to dacites (with minor tuff units) are massive, purple-grey to grey and rarely, porphyritic. The Marron Formation trachytes and andesites overlie the Kettle River lithologies and are often porphyritic with crystals of plagioclase, pyroxene and biotite.

The peak of Tenderloin Mountain, a grey-brown to pink, medium grained, equigranular monzonite, is reported to represent a feeder for younger Tertiary volcanics.

Pinto Creek represents a contact between the Nelson granodiorite and the monzonite, and within this “fault zone” fracture fillings of quartz, chlorite and calcite occur within the monzonites (interpreted as a fault contact related). The areas east of Pinto Creek are, in general, made up of down faulted Eocene volcanics and sediments.

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Tertiary block faulting, coincident and post dating the Marron volcanics has had the largest structural impact on the Property. Conjugate shear/fault zones (NNE orientation) are reported to represent extensional structures related to the Granby/Burrell River Fault to the east. Three NE trending faults have been mapped on the Pinto Property as well as numerous small fault/fracture and shear zones. The bulk of the historic workings on the Property (adits and open cuts) are related to these small scale structures.

The graded bedding reported within the Kettle River sandstone units have a strike of 047º and dip at 10º to the northwest.

(Bohme, 1989; Keating, 1983)

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HAMMER HANDLE ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
Nevada		1040
State or jurisdiction of inception or organization		(Primary Standard Industrial Classification Code Number)

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price (US$)	Amount of registration fee(2)
Common Stock to be offered for resale by selling shareholders	470,000(1)	$0.10(2)	$47,000(2)	$1.44
Total			$47,000	$1.44

⁽¹⁾	An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.
⁽²⁾	Estimated in accordance with Rule 457(g) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

	PAGE NUMBER
PROSPECTUS SUMMARY	4
RISK FACTORS	6
RISKS ASSOCIATED WITH OUR FINANCIAL CONDITION	6
*1. Because we have a history of losses and have a deficit, there is substantial doubt about our ability to continue as a going concern.*	6
2. Because we need additional financing to fund our exploration activities, if we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.	6
*3. Because we may never earn revenues from our operations, our business may fail.*	6
RISKS ASSOCIATED WITH OUR BUSINESS	7
*4. We have a limited operating history and if we are not successful in operating our business, then investors may lose all of their investment in our company.*	7
5. Because the Pinto Claims may not contain economic mineral deposits and because we have never made a profit from our operations, our securities are highly speculative and investors may lose all of their investment in our company.	7
6. Because we face intense competition in the mineral exploration and exploitation industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.	7
7. Because David Price, our President, Secretary, Treasurer and director of our company is employed elsewhere his time and efforts will not be devoted to our company full-time, which could adversely affect our ability to successfully implement our business plan.	8
*8. Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.*	8
9. Because of the speculative nature of the exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of any economic quantities of minerals on the Pinto Claims or any other additional properties we may acquire.	8
*10. Because of the inherent dangers involved in mineral exploration and exploitation, there is a risk that we may incur liability or damages as we conduct our business.*	8
11. Because the potential profitability of mineral ventures depends in part upon factors beyond the control of our company and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.	9
12. Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.	9
RISKS ASSOCIATED WITH OUR COMMON STOCK	9

Name and Address of Selling Shareholder and Position, Office or Material Relationship with Hammer Handle Enterprises	Common Shares owned by the Selling Shareholder ⁽¹⁾	Total Shares to be Registered Pursuant to this Offering	Number of Shares Owned by Selling Shareholder After Offering and Percent of Total Issued and Outstanding ⁽²⁾
	Common Shares owned by the Selling Shareholder ⁽¹⁾	Total Shares to be Registered Pursuant to this Offering	# of Shares ⁽³⁾	% of Class ⁽³⁾
Justin Dolan 211 Stechishin Cres. Saskatoon, Saskatechewan Canada S7K 5P6	3,000	3,000	0	0
Janice Price 3519 Apple Grove Regina, Saskatchewan Canada S4V 2R4	75,000	75,000	0	0
Daniel Price 3519 Apple Grove Regina, Saskatchewan Canada S4V 2R4	30,000	30,000	0	0
Kevin Braid P.O. Box 1344 Warman, Saskatchewan Canada S0K 4S0	3,000	3,000	0	0
Keefe Pendleton 111 Hull Cres. Saskatoon, Saskatchewan Canada S7M 4H3	3,000	3,000	0	0
Chance Pendleton 111 Hull Cres. Saskatoon, Saskatchewan Canada S7M 4H3	50,000	50,000	0	0
Jeff Goddard 317 Hugo Ave., Saskatoon, Saskatchewan Canada S7N 1J7	3,000	3,000	0	0
Chris Costley P.O. Box 363 Mossbank, Saskatchewan Canada SOH 3G0	3,000	3,000	0	0

*13. There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.*	9
*14. We do not intend to pay dividends on any investment in the shares of stock of our company.*	10
*15. Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations, which may limit a shareholder's ability to buy and sell our stock.*	10
16. Sales of a substantial number of shares of our common stock into the public market by the selling shareholders may cause a reduction in the price of our stock and purchasers who acquire shares from the selling shareholders may lose some or all of their investment.	10
FORWARD-LOOKING STATEMENTS	11
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE	11
DETERMINATION OF OFFERING PRICE	11
USE OF PROCEEDS	11
DIVIDEND POLICY	12
SELLING SHAREHOLDERS	12
PLAN OF DISTRIBUTION	18
LEGAL PROCEEDINGS	21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
DESCRIPTION OF SECURITIES	23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	24
INTEREST OF NAMED EXPERTS AND COUNSEL	24
EXPERTS	25
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	25
DESCRIPTION OF PROPERTY	26
DESCRIPTION OF BUSINESS	26
PLAN OF OPERATION	42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	45
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	45
EXECUTIVE COMPENSATION	47
FINANCIAL STATEMENTS	49
REPORTS TO SHAREHOLDERS	50
DEALER PROSPECTUS DELIVERY OBLIGATION	50

	From June 29, 2007 (date of inception) to November 30, 2007
Revenue	$	0
Net Loss for the Period	$	14,393
		As at November 30, 2007
Cash	$	60,607
Total Assets	$	60,607
Liabilities	$	4,000
Total Stockholders’ Equity	$	56,607

Steven Nelson P.O. Box 401 Hepburn, Saskatchewan Canada SOK 1Z0	3,000	3,000
Sarah Nelson P.O. Box 401 Hepburn, Saskatchewan Canada SOK 1Z0	3,000	3,000
John J. Nelson P.O. Box 100 Wiseton, Saskatchewan Canada S0L 3M0	3,000	3,000
Tyler Eaglesham 202 Clarence Ave. South Saskatoon, Saskatchewan Canada S7N 1H3	3,000	3,000
Edward Quan 2808 Maceachern Ave. Saskatoon, Saskatchewan Canada S7J 1B5	3,000	3,000
Jordan Charles Hall 622 7 ^th Street East, Saskatoon, Saskatchewan Canada S7H 0X9	3,000	3,000
Avery Pendleton 111 Hull Cres. Saskatoon, Saskatchewan Canada S7M 4H3	2,500	2,500

Darren Ritter 364 Russell Rd. Saskatoon, Saskatchewan Canada S7K 6P2	2,500	2,500
Warren Marcoux 1804 Belfast Ave. Saskatoon, Saskatchewan Canada S7M 0L8	50,000	50,000
Adam Price 3519 Apple Grove Regina, Saskatchewan Canada S4V 2R4	25,000	25,000
Chris Wiens 90 Assiniboine Dr. Saskatoon, Saskatchewan Canada S7K 1H7	10,000	10,000
Jennifer Young 90 Assiniboine Dr. Saskatoon, Saskatchewan Canada S7K 1H7	25,000	25,000
Cheryl Young #902-902 Spadina Cres., Saskatoon, Saskatchewan Canada S7K 0G8	75,000	75,000
Andrea Young #7-905 4 ^th Ave. North, Saskatoon, Saskatchewan Canada S7K 2N5	10,000	10,000

Michael Young 902-902 Spadina, Saskatoon, Saskatchewan Canada S7K 0G8	10,000	10,000
Cameron Ewen 1127 15 ^th St. East Saskatoon Saskatchewan Canada S7N 0P5	3,000	3,000
Joanna Korchinski 61 Cambirdge Cr. Saskatoon, Saskatchewan Canada S7H 3P9	15,000	15,000
Justin Wionzek 319 26 ^th St. West Saskatoon, Saskatchewan Canada S7L 0H8	2,500	2,500
Shawn Burnett 914 Ave. L North Saskatoon, Saskatchewan Canada S7L 2R6	7,500	7,500
Thad Pulfer 1309 12 ^th St. East Saskatoon, Saskatchewan Canada S7H 0E5	3,000	3,000
Chris Mryglod 446 Douglas Cres. Saskatoon, Saskatchewan Canada S7L 4T5	3,000	3,000

Dale Johnson 446 Douglas Cres. Saskatoon Saskatchewan Canada S7L 4T5	3,000	3,000
Wesley Nystrom 905 2 ^nd St. East Saskatoon Saskatchewan Canada S7H 1P9	3,000	3,000
David Bennett 1006 Ave. K. South Saskatoon, Saskatchewan Canada S7M 2G3	3,000	3,000
David Buehler P.O. Box 1071 Humboldt, Saskatchewan Canada S0K 2A0	3,000	3,000
Lynda Howell 307 Costigan Cres. Saskatoon, Saskatchewan Canada S7J 3P2	5,000	5,000
Robert Howell 307 Costigan Cres. Saskatoon, Saskatchewan Canada S7J 3P2	5,000	5,000
Peter Wright 55 Selkirk Cres Saskatoon, Saskatchewan Canada S7L 4J4	3,000	3,000

Heather Wright 55 Selkirk Cres Saskatoon, Saskatchewan Canada S7L 4J4	3,000	3,000
Chris Hobman 709 King Street Saskatoon, Saskatchewan Canada S7K 0N6	2,500	2,500
Xavier Ludac 145-1128 Mc Kercher Dr. Saskatoon, Saskatchewan Canada S7H 5B8	7,500	7,500

⁽¹⁾	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants but not counted as outstanding for computing the percentage of any other person.
⁽²⁾	Based on 1,670,000 shares outstanding as of November 30, 2007.
⁽³⁾	To arrive at these estimates, we have assumed that the selling shareholders will sell all of the shares to be registered pursuant to this offering.

Name	Position Held with the Company	Age	Date First Elected or Appointed
David Price	President, Secretary, Treasurer and Director	49	President, Secretary, Treasurer and a Director since June 29, 2007 (date of incorporation of the Company)

Name of Shareholder and Position, Office or Material Relationship with Hammer Handle Enterprises Inc.	Title of Class ⁽¹⁾	Amount and Nature of Beneficial Ownership	Percent of Class ⁽²⁾
David Price President, Secretary, Treasurer and Director 1212 Haida Avenue, Saskatoon, Saskatchewan, Canada S7M 3W7	Common Shares	1,200,000	[71.9%]
Directors and Officers as a group	Common Shares	1,200,000	[71.9%]

Claim details
Claim Name	Tenure Number	Exploration Work or Payment in Lieu Dates ⁽¹⁾	Area (ha)

Cayenne	529410	03/04/2008	62.8238
Cayenne 2	553574	03/05/2008	62.8186
Cayenne 3	553575	03/05/2008	104.7132

Work	Notes	Number	Cost	Work Cost
Property Inspection	QP Consultant	3 days	C$650/day	C$ 1,950
Technical Report	QP Consultant	9 days	Assays/Writing	C$ 5,850
Total with Contingency	Including work from this report			C$ 8,000

Work	Notes	Number	Cost	Work Cost
Research	Consultant	2 days	C$500/day	C$ 1,000
GIS Database	Consultant	4 days	C$500/day	C$ 2,000
Total with Contingency	Including work from this report			C$ 3,000

Work	Notes	Number	Cost	Work Cost
Base Map Preparation	Consultant	1 day	C$1,000	C$	1,000
Prospect/Sampling	2 Prospectors	28 man days	C$300/man day	C$	8,400
Geological Control	Geologist	5 days	C$650/man day	C$	3,250
Expenses	Truck, hotel, food	30 days	C$180/day	C$	5,400
Supplies	Sampling Gear		C$1,000	C$	1,000
Analyses	Rock / Soil	200 samples	C$25/sample	C$	5,000
Compilation	Consultant	2 days	C$650/day	C$	1,300
Total with Contingency				C$	28,000

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
David Price President, Secretary, Treasurer and Director(1)	2007	0	0	0	0	0	0	0

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
David Price	-	-	-	-	-	-	-	-	-

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ( $)
David Price	-	-	-	-	-	-	-

F-1	Report of Independent Registered Public Accounting Firm

F-2	Balance Sheet

F-3	Statement of Operations

F-4	Statement of Stockholders’ Equity

F-5	Statement of Cash Flows

F-6	Notes to the Financial Statements

SEC registration fees	$	2 ⁽¹⁾
Printing and engraving expenses	$	2,000 ⁽¹⁾
Accounting fees and expenses	$	15,000 ⁽¹⁾
Legal fees and expenses	$	10,000 ⁽¹⁾
Transfer agent and registrar fees	$	2,000 ⁽¹⁾
Fees and expenses for qualification under state securities laws	$	0 ⁽¹⁾
Miscellaneous	$	1,000 ⁽¹⁾
Total	$	30,005 ⁽¹⁾

Exhibit Number	Description

3.1	Articles of Incorporation

3.2	Bylaws

5.1	David Jennings, Esq. regarding the legality of the securities being registered and consent to use

23.1	Consent of Maddox Ungar Silberstein, PLLC

99.1	Technical Report on the Pinto Property, British Columbia, Canada by Paul D. Gray, P.Geo. of Paul D. Gray Geological Consultants, with Consent to Use.

By:	/s/ David Price
	David Price, President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Dated: January 8, 2007

EXECUTIVE SUMMARY	iv

1.0 INTRODUCTION AND TERMS OF REFERENCE	1
1.1 TERMS OF REFERENCE	1
1.2 USAGE OF TECHNICAL REPORT	1
1.3 PROPERTY INSPECTION SCOPE	2
1.4 SOURCES OF INFORMATION	2
1.5 UNITS AND CURRENCY	2

2.0 DISCLAIMER	3
2.1 RELIANCE ON OTHER EXPERTS	3

3.0 PROPERTY DESCRIPTION AND LAND TENURE	4
3.1 DESCRIPTION	4
3.2 TENURE	4
3.3 AGREEMENTS AND PERMITS	9
3.4 PERMITTING AND ENVIRONMENTAL LIBILITY	9

4.0 LOCATION, ACCESSIBILITY, INFRASTRUCTURE AND PHYSIOGRAPHY	11
4.1 LOCATION AND ACCESS	11
4.2 CLIMATE	11
4.3 PHYSIOGRAPHY	12
4.4 INFRASTRUCTURE	12

5.0 HISTORY AND PREVIOUS EXPLORATION	13
5.1 REGIONAL EXPLORATION HISTORY	13
5.2 FRANKLIN CAMP PRODUCTION RECORDS	17
5.3 PROPERTY EXPLORATION HISTORY	19

6.0 GEOLOGICAL SETTING	26
6.1 REGIONAL GEOLOGY	26
6.2 PROPERTY GEOLOGY	30

7.0 DEPOSIT TYPE AND MODEL	35
7.1 INTRODUCTION	35
7.2 PINTO PROPERTY MODEL SUMMARY	35

8.0 MINERALIZATION	36
8.1 INTRODUCTION	36
8.2 PINTO AREA MINERAL DEPOSIT OCCURENCES	36
8.3 PINTO PROPERTY MINERALIZATION	38

9.0 CURRENT EXPLORATION	39

9. 1 EXPLORATION PROGRAM	39

10.0 DRILLING	39
10.1 INTRODUCTION	39

11.0 SAMPLING METHOD AND APPROACH	39

12.0 SAMPLE PREPARATION, ANALYSES AND SECURITY	39
12.1 PREVIOUS CHECK ASSAY PROCEDURES AND CHECK SAMPLE PROGRAMS	40

13.0 DATA VERIFICATION	40

14.0 ADJACENT PROPERTIES	41
14.1 INTRODUCTION	41

15.0 MINERAL PROCESSING AND METALLURGICAL TESTING	44

16.0 MINERAL RESOURCE AND RESERVE ESTIMATES	44

17.0 OTHER RELEVANT DATA	44
17.1 DATABASE	44
17.2 ASSAY DATA VERIFICATION	44
17.3 CHECK ASSAYS	44

18.0 INTERPRETATIONS AND CONCLUSIONS	45

19.0 RECOMMENDATIONS	47

20.0 REFERENCES	53

21.0 CERTIFICATE OF AUTHOR, DATE, AND SIGNATURE PAGE	53

LIST OF FIGURES

Figure 3-1: PINTO PROJECT, BRITISH COLUMBIA LOCATION MAP	5
Figure 3-2: PINTO PROJECT, BOUNDARY DISTRICT LOCATION MAP	6
Figure 3-3: PINTO PROJECT, PROPERTY LOCATION AND ACCESSS MAP	7
Figure 3-4: PINTO PROJECT, TENURE AND ACCESS MAP	8
Figure 5-1: PINTO PROJECT, AREA MINFILE LOCATIONS	18
Figure 5-2: PINTO PROJECT, HISTORIC SILT AND SOIL AU GEOCHEMISTRY	22
Figure 5-3: PINTO PROJECT , SILT, SOIL AND ROCK SAMPLE LOCATIONS	23
Figure 5-4: PINTO PROJECT , SILT SOIL AND ROCK AU GEOCHEMISTRY	24
Figure 5-5: PINTO PROJECT , OLD WORKINGS AU GEOCHEMISTRY	25
Figure 6-1: PINTO PROJECT, REGIONAL GEOLOGY MAP	28
Figure 6-2: IDEALIZED STRATIGRPAHIC SECTION, FRANKLIN GROUP	29
Figure 6-3: FRANKLIN CAMP G EOLOGY MAP	32
Figure 6-4: PINTO PROPERTY GE OLOGY MAP - B.C.G.S. DATA	33
Figure 6-5: PINTO PROPERTY GEOLOGY MAP – KEATING, 1983	34

LIST OF TABLES
Table 3-1: PINTO PROPERTY MINERAL TITLES INFROMATION	4
TABLE 5-1: LIST OF RELEVANT PROXIMAL MINERAL PROPERTIES	16
TABLE 14-1: BC MINFILE FRANKLIN CAMP PAST PRODUCERS	41
TABLE 14-2: BC MINERAL TITLES PROXIMAL TO PINTO PROJECT	41
TABLE 19-1: PROPERTY INSPECTION AND TECHNICAL REPORT – PHASE I	50
TABLE 19-2: PROPERTY AND AREA DATA GIS COMPILATION – PHASE II	50
TABLE 19-3: PINTO PROPERTY EXPLORATION – PHASE IIIA	51
TABLE 19-4: PINTO GRID GEOCHEMISTRY – PHASE IIIB	51
TABLE 19-5: PINTO GRID GEOPHYSICS – PHASE IIIC	51
TABLE 19-6: TECHNICAL REPORT GENERATION – PHASE IIID	51
TABLE 19-7: PINOT GRID GEOCHEMISTRY/GEOPHYSICS – PHASE IVA	52
TABLE 19-8: TRENCHING AND DIAMOND DRILLING – PHASE IVB	52
TABLE 19-9: TECHNICAL REPORT – PHASE IVC	52

Tenure Number	Claim Name	Expiry Date	Mining Division	Area (ha.)
529410	Cayenne	2008/MAR/04	Greenwood	62.8238
553574	Cayenne 2	2008/MAR/05	Greenwood	62.8186
553575	Cayenne 3	2008/MAR/05	Greenwood	104.7132

				Grams Recovered (10,000’s)		Kilograms Recovered (10,000’s)
NAME	Owner	Deposit Type	Tonnes Milled	Au	Ag	Cu	Pb	Zn
Union	J. Wang	Au-quartz vein	213,586	1,727	43,306	12.7	169	299
Homestake	Speebo Inc.	Cu-Ag Quartz vein	435	0.69	1.36	-	.026	0.53
Maple Leaf	J. Carson	Pb-Zn skarn	36	.0062	0.62	2.735	-	-

Al#4	Yankee Hat Ltd.	375140	2011/NOV/30
Al#5	Yankee Hat Ltd.	375141	2011/NOV/30
Al#6	Yankee Hat Ltd.	375142	2011/NOV/30
Al#7	Yankee Hat Ltd.	375143	2011/NOV/30
Al#8	Yankee Hat Ltd.	375144	2011/NOV/30
Al#9	Yankee Hat Ltd.	375145	2011/NOV/30
Al#10	Yankee Hat Ltd.	375146	2011/NOV/30
Al#11	Yankee Hat Ltd.	375147	2011/NOV/30
Al#12	Yankee Hat Ltd.	375148	2011/NOV/30
Cat #1	Yankee Hat Ltd.	383039	2011/NOV/30
Cat #2	Yankee Hat Ltd.	383040	2011/NOV/30
Cat #3	Yankee Hat Ltd.	383041	2011/NOV/30
Cat #4	Yankee Hat Ltd.	383042	2011/NOV/30
Dane #1-02	John Carson	393543	2011/NOV/30
Dane #2-02	John Carson	393544	2011/NOV/30
Dane #3-02	John Carson	393545	2011/NOV/30
Dane #4-02	John Carson	393546	2011/NOV/30
Dane #5-02	John Carson	393547	2011/NOV/30
Dane #6-02	John Carson	393548	2011/NOV/30
Dane #7-02	John Carson	393549	2011/NOV/30
Dane #8-02	John Carson	393550	2011/NOV/30
Dane #9-02	John Carson	393551	2011/NOV/30
Dane #11-02	John Carson	393552	2011/NOV/30
Dane #12-02	John Carson	393553	2011/NOV/30
Dane #10-02	John Carson	393554	2011/NOV/30
-	John Carson	511999	2010/NOV/30
Ax	John Carson	512041	2010/NOV/30
Union Gold	Julia Wang	524623	2008/JAN/02
Cayenne	David Zamida	529410	2008/MAR/04
GQAP	John Wilkinson	534306	2008/DEC/31
Platinum Blonde	Speebo Inc.	546210	2008/JAN/08
PB 2	Speebo Inc.	546215	2008/JAN/08
Lets See	Speebo Inc.	546217	2008/JAN/08
Southern Union	Speebo Inc.	546218	2008/JAN/08
PB 3	Speebo Inc.	546221	2008/JAN/08
SU 2	Speebo Inc.	546223	2008/JAN/08
-	Speebo Inc.	546234	2008/JAN/08
-	Speebo Inc.	546260	2008/JAN/08
PB 4	Speebo Inc.	546262	2008/JAN/08
Little Hat	Yankee Hat Ltd.	546265	2011/NOV/30
Burrell	Yankee Hat Ltd.	546267	2011/NOV/30
West Little	Yankee Hat Ltd.	546269	2011/NOV/30
-	Yankee Hat Ltd.	546272	2011/NOV/30
-	Yankee Hat Ltd.	546273	2011/NOV/30
Alco JN	John Nedokus	548265	2008/DEC/29
Luxor	David Zamida	552012	2008/JAN/18
PB LJ	Speebo Inc.	552638	2008/FEB/24
Tripoli Deposit	Darrel Davis	552976	2008/FEB/28
Luxor 2	David Zamida	553573	2008/MAR/05
Cayenne 2	David Zamida	553574	2008/MAR/05

MapPlace	http://webmap.em.gov.bc.ca/mapplace/minpot/bcgs.cfm
MINFILE	http://www.em.gov.bc.ca/Mining/Geolsurv/Minfile/default.htm
EMBC 2002	http://www.em.gov.bc.ca/Mining/Geolsurv/Publications/catalog/cat_expl.htm
MTO	http://www.em.gov.bc.ca/subwebs/mtonline/
Environment Canada	http://www.ec.gc.ca/default.asp?lang=En&n=C062DE2A-1

1.	I am a Consulting Geologist with Paul D. Gray Geological Consulting, #1 - 1081 West 8 ^th Avenue, Vancouver, British Columbia, Canada, V6H 1C3.

2.	I graduated with a Bachelor of Science degree in Earth Science from the Dalhousie University in 1997 and with an Honours Bachelor of Science degree in Earth Science in 2004.

3.	I am a member of the PDAC, AMEBC, and the Association of Engineers and Geoscientists of British Columbia, Registered in the Province of British Columbia (APEGBC No. 29833).

4.	I have practiced my profession as a geologist for 11 years, working in British Columbia, the Northwest Territories, the United States of America, Honduras, Central America and Mongolia.

5.	I authored the technical report titled “ Technical Report on the Pinto Property, British Columbia, Canada”. The Pinto Property is held by Hammer Handle Enterprises Inc.

6.	I have no prior involvement with the issuer.

7.	I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in the report, the omission of which would make the report misleading.

8.	I am independent of Hammer Handle Enterprises Inc.