Attached files
| file | filename |
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| EX-32 - Wilson Creek Mining Corp. | v163317_ex32.htm |
| EX-31 - Wilson Creek Mining Corp. | v163317_ex31.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
Quarterly
Report under Section 13 or 15 (d) of
Securities
Exchange Act of 1934
For the
Period ended August 31, 2009
Commission
File Number 333-1140143
WILSON
CREEK MINING CORP.
(Name of
small business issuer in its charter)
|
Nevada
|
11-3790847
|
|
|
(State
of incorporation)
|
(IRS
Employer ID Number)
|
30 East
29 th Street,
Suite 204
New York,
NY 10016
(212)686-1515
(Address
and telephone number of principal executive offices)
30 East
29 th Street,
Suite 204
New York,
NY 10016
Phone
(212)686-1515
(Name,
address and telephone number of agent for service)
Check
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
o
Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes x No o
There
were 3,500,000 shares of Common Stock outstanding as of August 31,
2009.
ITEM 1.
FINANCIAL STATEMENTS
The
un-audited quarterly financial statements for the 3 months ended August 31,
2009, prepared by the company, immediately follow.
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Balance
Sheets
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August
31,
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Nov.
30
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|||||||
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2009
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2008
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|||||||
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ASSETS
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||||||||
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Current
Assets
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||||||||
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Cash
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$ | - | $ | |||||
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Total
Current Assets
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- | - | ||||||
| $ | - | $ | - | |||||
|
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
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Current
Liabilities
|
||||||||
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Accounts
Payable
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17,895 | 3,935 | ||||||
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Loans
From Director
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20,836 | 16,350 | ||||||
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Total
Current Liabilities
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38,731 | 20,285 | ||||||
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Total
Liabilities
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38,731 | 20,285 | ||||||
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Stockholders'
Equity (Deficit)
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||||||||
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Common
stock, ($0.001 par value, 75,000,000 shares
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||||||||
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authorized;
3,500,000 shares issued and outstanding as of
|
||||||||
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August
31, 2009 and November 30, 2008 respectively)
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3,500 | 3,500 | ||||||
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Additional
paid-in capital
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36,500 | 36,500 | ||||||
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Deficit
accumulated during exploration stage
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(78,731 | ) | (60,285 | ) | ||||
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Total
Stockholders' Equity (Deficit)
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(38,731 | ) | (20,285 | ) | ||||
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TOTAL
LIABILITIES &
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||||||||
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STOCKHOLDERS'
EQUITY (DEFICIT)
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$ | - | $ | - | ||||
See
Accompanying Notes
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Statements
of Operations
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September 20,
2006
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||||||||||||||||||||
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3
Months
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3
Months
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9
Months
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9
Months
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(inception)
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||||||||||||||||
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Ended
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Ended
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Ended
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Ended
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through
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||||||||||||||||
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August
31,
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August
31,
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August
31,
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August
31,
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August
31,
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||||||||||||||||
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2009
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2008
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2009
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2008
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2009
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||||||||||||||||
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Revenues
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||||||||||||||||||||
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Total
Revenues
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- | - | - | - | - | |||||||||||||||
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Operating
Costs
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||||||||||||||||||||
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Administrative
Expenses
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4,343 | 5,146 | 18,446 | 24,606 | 78,731 | |||||||||||||||
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Total
Operating Costs
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4,343 | 5,146 | 18,446 | 24,606 | 78,731 | |||||||||||||||
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Net
Income (Loss)
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$ | (4,343 | ) | $ | (5,146 | ) | $ | (18,446 | ) | $ | (24,606 | ) | $ | (78,731 | ) | |||||
|
Basic
earnings (loss) per share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
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Weighted
average number of common shares outstanding
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3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||||||||
See
Accompanying Notes
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Statements
of Cash Flows
|
September
20, 2006
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||||||||||||
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9
Months
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9
Months
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(inception)
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||||||||||
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Ended
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Ended
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through
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||||||||||
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August
31,
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August
31,
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August
31,
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||||||||||
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2009
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2008
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2009
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||||||||||
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CASH FLOWS FROM OPERATING
ACTIVITIES
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||||||||||||
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Net
income (loss)
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$ | (18,446 | ) | $ | (24,606 | ) | $ | (78,731 | ) | |||
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Adjustments
to reconcile net loss to net cash
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||||||||||||
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provided
by (used in) operating activities:
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||||||||||||
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Changes
in operating assets and liabilities:
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||||||||||||
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Increase
(decrease) in Accounts Payable
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13,960 | 17,895 | ||||||||||
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Increase
(decrease) in Due to Director
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4,486 | 6,798 | 20,836 | |||||||||
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Net
cash provided by (used in) operating activities
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- | (17,808 | ) | (40,000 | ) | |||||||
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CASH FLOWS FROM INVESTING
ACTIVITIES
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||||||||||||
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Acquisition
of equipment
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- | - | - | |||||||||
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Net
cash provided by (used in) investing activities
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- | - | - | |||||||||
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CASH FLOWS FROM FINANCING
ACTIVITIES
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||||||||||||
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Issuance
of common stock
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3,500 | |||||||||||
|
Additional
paid-in capital
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36,500 | |||||||||||
|
Net
cash provided by (used in) financing activities
|
- | - | 40,000 | |||||||||
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Net
increase (decrease) in cash
|
- | (17,808 | ) | - | ||||||||
|
Cash
at beginning of period
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- | 17,808 | - | |||||||||
|
Cash
at end of period
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$ | - | $ | - | $ | - | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
|
||||||||||||
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Cash
paid during year for :
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||||||||||||
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Interest
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$ | - | $ | - | $ | - | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
See
Accompanying Notes
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
August
31, 2009
NOTE 1 - ORGANIZATION AND
DESCRIPTION OF BUSINESS
Wilson
Creek Mining Corp. (the Company) was incorporated on September 20, 2006 under
the laws of the State of Nevada. The Company has historically been primarily
engaged in the acquisition and exploration of mining properties.
The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations. A change of control of the
Company occurred in January 31, 2008. As a result the management of the Company
has changed. Management is in the process of developing a new business plan. It
is unlike the Company will continue its current business.
NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes.
Use of Estimates
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. These estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
Pro Forma Compensation
Expense
No stock
options have been issued by Wilson Creek Mining Corp. Accordingly, no pro forma
compensation expense is reported in these financial statements.
Mineral Property Acquisition
and Exploration Costs
The
Company expenses all costs related to the acquisition and exploration of mineral
properties in which it has secured exploration rights prior to establishment of
proven and probable reserves. To date, the Company has not established the
commercial feasibility of any exploration prospects; therefore, all costs are
being expensed.
Depreciation, Amortization
and Capitalization
The
Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
expensed as incurred. Additions, major renewals and replacements that increase
the property's useful life are capitalized. Property sold or retired, together
with the related accumulated depreciation, is removed from the appropriate
accounts and the resultant gain or loss is included in net income.
Income Taxes
The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
Fair Value of Financial
Instruments
SFAS No.
107, "Disclosures About Fair Value of Financial Instruments", requires the
Company to disclose, when reasonably attainable, the fair market values of its
assets and liabilities which are deemed to be financial instruments. The
Company's financial instruments consist primarily of cash and certain
investments.
Investments
Investments
that are purchased in other companies are valued at cost less any impairment in
the value that is other than temporary in nature.
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
August
31, 2009
NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES- CONTINUED
Per Share Information
The
Company computes per share information by dividing the net loss for the period
presented by the weighted average number of shares outstanding during such
period.
NOTE 3 - PROVISION FOR
INCOME TAXES
The
provision for income taxes for the period ended August 31, 2009 and August 31,
2008 represents the minimum state income tax expense of the Company, which is
not considered significant.
NOTE 4 - COMMITMENTS AND
CONTINGENCIES
Litigation
The
Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED
ACCOUNTING PRONOUNCEMENTS
Recently
issued accounting pronouncements will have no significant impact on the Company
and its reporting methods.
NOTE 6 - GOING
CONCERN
Future
issuances of the Company’s equity or debt securities will be required in order
for the Company to continue to finance its operations and continue as a going
concern. The Company’s present revenues are insufficient to meet operating
expenses.
The
consolidated financial statements of the Company have been prepared assuming
that the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred cumulative net losses of
$78,731 since its inception and requires capital for any operational and
marketing activities to take place. The Company's ability to raise additional
capital through the future issuances of common stock is unknown. The obtainment
of additional financing, the successful development of the Company's
contemplated business plan, future operations and its transition,
ultimately, to the attainment of profitable operations are necessary for the
Company to continue operations. The ability to successfully resolve these
factors raise substantial doubt about the Company's ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.
NOTE 7 - RELATED PARTY
TRANSACTIONS
Engin
Yesil, the sole officer and director of the Company may, in the future, become
involved in other business opportunities as they become available; thus, he may
face a conflict in selecting between the Company and his other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
While the
Company sought additional capital, a former officer Mr. Woods had advanced funds
to the Company to pay for any costs incurred by it. These funds were interest
free. The balance due Mr. Woods was repaid in the first quarter of
2008. Since February, 2008, Mr. Engin Yesil (the Company’s sole
officer and director), advanced $20,836 to the Company to pay for costs incurred
by it. The total amount of this advance remained outstanding on
August 31, 2009.
During
the first quarter of the fiscal year ended February 29, 2008, the Company paid
Claridge and Associates, an affiliate of Mr. Woods $11,718 in consulting fees
related to administration services connected with the change of control of the
Company which occurred in January, 2008.
NOTE 8 - STOCK
TRANSACTIONS
Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS
123 “Share Based Payment”. Thus issuances shall be accounted for based on the
fair value of the consideration received. Transactions with employees’ stock
issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances
shall be accounted for based on the fair value of the consideration received or
the fair value of the equity instruments issued, or whichever is more readily
determinable.
NOTE 8 - STOCK
TRANSACTIONS-CONTINUED
On
September 26, 2006 the Company issued a total of 2,000,000 shares of common
stock to one director for cash in the amount of $0.005 per share for a total of
$10,000.
On May 2,
2007 the Company issued a total of 450,000 shares of common stock to 4
individuals for cash in the amount of $0.02 per share for a total of $
9,000.
On June
19, 2007 the Company issued a total of 1,050,000 shares of common stock to 23
individuals for cash in the amount of $0.02 per share for a total of $
21,000.
As of
August 31, 2009 the Company had 3,500,000 shares of common stock issued and
outstanding.
NOTE 9 - STOCKHOLDERS’
EQUITY
The
stockholders’ equity section of the Company contains the following classes of
capital stock as of August 31, 2009:
Common
stock, $ 0.001 par value: 75,000,000 shares authorized; 3,500,000 shares issued
and outstanding.
NOTE 10 - CHANGE OF
CONTROL
On
January 31, 2008 pursuant to a Stock Purchase Agreement, Robert Woods, the sole
officer and a Director sold a total of 2,000,000 shares of common stock to
Tricon Holdings, LLC, a Florida limited liability company. The total
consideration for the shares was $ 75,000, which was paid from Tricon Holdings
own funds. In subsequent transactions, Tricon Holdings acquired an additional
1,257,000 shares of the common stock. As a result of all these transactions,
Tricon Holdings now owns an aggregate of 93% of the shares of issued and
outstanding common stock.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS
OF OPERATIONS
We are
still in our exploration stage and have generated no revenues to
date.
We
incurred operating expenses of $4,343 for the three months ended August 31, 2009
and $2,642 for the three months ended on August 31, 2009. These expenses
consisted of general operating expenses and professional fees incurred in
connection with the day to day operation of our business and the preparation and
filing of our periodic reports.
Our net
loss from inception through August 31, 2009 was $78,731.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
LIQUIDITY
AND CAPITAL RESOURCES
Our cash
balance at August 31, 2009 was $0. During the quarter ended August 31, 2007 we
closed our offering with total proceeds of $30,000. If we experience a shortage
of funds we may utilize funds from our sole officer and director who has
informally agreed to advance funds to allow us to pay for fees associated with
filing our periodic reports and correspondence with our shareholders, however
our director has no formal commitment, arrangement or legal obligation to
advance or loan funds to us. Our sole officer and director has lent
us $20,836 to date.
We have
sold $40,000 in equity securities to pay for our operations.
OFF-BALANCE
SHEET ARRANGEMENTS
We have
no off-balance sheet arrangements.
PLAN OF
OPERATION
As a
result of the change in control of the Company which occurred on January 31,
2008, our management has changed. Our new officer and Director is developing a
new business plan for the Company. It is unlikely the Company will continue its
previous business.
CRITICAL
ACCOUNTING POLICIES
The
un-audited financial statements as of August 31, 2009 included herein have been
prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our November 30, 2008 audited financial statements and notes
thereto, which can be found in our Form 10-KSB filed on February 24, 2009 on the
SEC website at www.sec.gov.
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment.
BASIS OF
PRESENTATION
The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes.
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 revenues and
expenses.
PRO FORMA
COMPENSATION EXPENSE
No stock
options have been issued by Wilson Creek Mining Corp. Accordingly; no pro forma
compensation expense is reported in these financial statements.
MINERAL
PROPERTY ACQUISITION AND EXPLORATION COSTS
The
Company has expensed all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed. Furthermore, this business has been
discontinued.
DEPRECIATION,
AMORTIZATION AND CAPITALIZATION
The
Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation, is removed from the
appropriate accounts and the resultant gain or loss is included in net
income.
INCOME
TAXES
The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement
109, a liability method is used whereby deferred tax assets and liabilities are
determined based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are provided based on
tax rates in effect at the time such temporary differences are expected to
reverse. A valuation allowance is provided for certain deferred tax assets if it
is more likely than not, that the Company will not realize the tax assets
through future operations.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
Financial
accounting Standards Statement No. 107, "Disclosures About Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.
INVESTMENTS
Investments
that are purchased in other companies are valued at cost less any impairment in
the value that is other than temporary in nature.
PER SHARE
INFORMATION
The
Company computes per share information by dividing the net loss for the period
presented by the weighted average number of shares outstanding during such
period.
FORWARD
LOOKING STATEMENTS
Some of
the statements contained in this Form 10-Q that are not historical facts are
"forward-looking statements" which can be identified by the use of terminology
such as "estimates," "projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained in this
Form 10-Q, reflect our current beliefs with respect to future events and involve
known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All
written forward-looking statements made in connection with this Form 10-Q that
are attributable to us or persons acting on our behalf are expressly qualified
in their entirety by these cautionary statements. Given the uncertainties that
surround such statements, you are cautioned not to place undue reliance on such
forward-looking statements.
The safe
harbors of forward-looking statements provided by the Securities
Litigation
Reform Act of 1995 are unavailable to issuers not subject to the reporting
requirements set forth under Section 13(a) or 15(D) of the Securities Exchange
Act of 1934, as amended. As we have not registered our securities pursuant to
Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act
are unavailable to us.
ITEM 3.
CONTROLS AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date. We have no identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions
taken.
PART II -
OTHER INFORMATION
ITEM 6.
EXHIBITS
The
following exhibits are included with this quarterly filing. Those marked with an
asterisk and required to be filed hereunder, are incorporated by reference and
can be found in their entirety in our original Form SB-2
Registration
Statement, filed under SEC File Number 333-140143, at the SEC website at
www.sec.gov:
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Articles
of Incorporation*
|
|
|
3.2
|
Bylaws*
|
|
|
31
|
Sec.
302 Certification of Principal Executive Officer and Principle Finanacial
Officer
|
|
|
32
|
Sec.
906 Certification of Principal Executive Officer and Principle Financial
Officer
|
SIGNATURES
Pursuant
to the requirements of Section 13(a) 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.
|
Wilson
Creek Mining Corp., Registrant
|
||
|
August
31, 2009
|
By:
|
/s/ Engin
Yesil
|
|
Engin
Yesil, President and acting Chief Accounting
Officer
|
||