Attached files
| file | filename |
|---|---|
| EX-14 - Wilson Creek Mining Corp. | v176960_ex14.htm |
| EX-32 - Wilson Creek Mining Corp. | v176960_ex32.htm |
| EX-31 - Wilson Creek Mining Corp. | v176960_ex31.htm |
| EX-23.2 - Wilson Creek Mining Corp. | v176960_ex23-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x Annual report
pursuant to Section 13 or 15(d) of the securities exchange act of 1934 for the
fiscal year ended
November 30,
2009.
o Transition report
under Section 13 or 15(d) of the securities exchange act of 1934
WILSON CREEK MINING
CORP.
(Exact
name of small business issuer in its charter)
|
Nevada
|
333-140143
|
11-3790847
|
||
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
|
incorporation
or organization)
|
|
|
c/o
Core Development Holdings
1080
N W 163rd
Drive
Miami,
Florida 33169
(Address
of principal executive offices)
(305)
430-9113
Issuer’s
telephone number:
Securities
registered under Section 12(b) of the Exchange Act: None.
Securities
registered under Section 12(g) of the Exchange Act: None.
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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. x Yes o No
Check if
there is no disclosure of delinquent filers in response to Item 405 or
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K x
Indicate
by check mark whether the registrant is a shell company (Rule 12b-2 of the
Exchange Act) x Yes o No
State
issuer’s revenues for its most recent fiscal year: $0.00
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold:
$4,860
(243,000 common shares @ $0.02 per share)
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
As of March 10, 2010, the issuer had
3,500,000 shares of common stock issued and outstanding.
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain
statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995.
-2-
Table of
Contents
WILSON
CREEK MINING CORP.
FORM 10-K
ANNUAL REPORT
Table of
Contents
| PART I | |||
|
Item
1.
|
Business
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4
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|
|
Item
1A.
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Risk
Factors
|
6
|
|
|
Item
2.
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Properties
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7
|
|
|
Item
3.
|
Legal
Proceedings
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7
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|
|
Item
4.
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Submission
of Matters to a Vote of Security Holders
|
7
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| PART II | |||
|
Item
5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
7
|
|
|
Item
6.
|
Selected
Financial Data
|
8
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|
|
Item
7.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
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|
|
Item
8.
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Financial
Statements and Supplementary Data
|
12
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
23
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|
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Item
9A
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Controls
and Procedures
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23
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Item
9A (T).
|
Controls
and Procedures
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23
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Item
9B.
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Other
Information
|
24
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PART
III
|
|||
|
Item
10.
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Directors,
Executive Officers, Promoters and Control Persons and Corporate
Governance, Compliance with Section 16(a) of the Exchange
Act
|
24
|
|
|
Item
11.
|
Executive
Compensation
|
27
|
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
|
28
|
|
|
Item
13.
|
Certain
Relationship and Related Transactions, and Director
Independence
|
28
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|
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Item
14.
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Principal
Accountant Fees and Services
|
29
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| PART IV | |||
|
Item
15.
|
Exhibits,
Financial Statement Schedules
|
29
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|
|
SIGNATURES
|
30
|
||
-3-
PART
I
ITEM
1. DESCRIPTION OF BUSINESS
General
Information
We are an
exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
Wilson
Creek Mining Corp. (the Company) was incorporated on September 20, 2006 under
the laws of the State of Nevada. Prior to January 31, 2008, the
Company was primarily engaged in the acquisition and exploration of mining
properties. A change of control of the Company occurred on January
31, 2008. As a result, the management of the Company changed. Management expects
to develop a new business plan. The Company will not continue its historic
business.
The
Company has been in the exploration stage since its formation and has not
realized any revenues from operations. The Company has abandoned the mineral
claim it formally owned.
The one
property in the Company’s portfolio was the Lookout Mineral Claim, comprised of
9 contiguous cells totaling 560 acres. The Lookout Mineral Claim was
staked on September 17, 2006 using the British Columbia Mineral Titles Online
computer Internet system and was assigned Tenure No. 541219.
The
Lookout property was not the subject of any detailed ground exploration work
including rock or soil geochemistry. We did not carry out any
exploration work on the claim and incurred no exploration costs. The
Company has abandoned this claim. A change of control of the Company
occurred in January 31, 2008. As a result the management of the Company changed.
Management expects to develop a new business plan. The Company will not continue
its historic business.
There is
no plant or equipment currently owned by the Company.
Competition
We have
no operations and therefore do not face any competition. We will face
competition with respect to any new business we initiate.
-4-
Bankruptcy or Similar
Proceedings
There has
been no bankruptcy, receivership or similar proceeding.
Reorganizations, Purchase or
Sale of Assets
There
have been no material reclassifications, mergers, consolidations, or purchase or
sale of a significant amount of assets not in the ordinary course of
business.
Compliance with Government
Regulation
We will
be required to comply with any government regulations which apply to any new
business we initiate.
Patents, Trademarks,
Franchises, Concessions, Royalty Agreements, or Labor
Contracts
We have
no current plans for any registrations such as patents, trademarks, copyrights,
franchises, concessions, royalty agreements or labor contracts.
Need for Government Approval
for its Products or Services
We have
no business operations at the present time and are not required to apply for or
have any government approvals for products or services at this
time.
Research and Development
Costs during the Last Two Years
We have
not expended funds for research and development costs since
inception.
Employees and Employment
Agreements
Our only
employee is our sole officer, Engin Yesil. He will devote as much
time as is necessary to manage the affairs of the company. There are
no formal employment agreements between the company and our current
employee.
Reports to Securities
Holders
We
provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally
available to any interested parties or investors through compliance with the
disclosure rules of Regulation S-K for a small business issuer under the
Securities Exchange Act of 1934. We are subject to disclosure filing
requirements, including filing Form 10-K annually and Forms 10-Q
quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. The public may
read and copy any materials that we file with the Securities and Exchange
Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE,
Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
SEC.
-5-
ITEM
1.A RISK
FACTORS
We
are an exploration stage company, have recently commenced exploration activities
on our claim but expect to abandon this business. We expect to incur
operating losses for the foreseeable future.
A change
of control of the Company occurred in January 31, 2008. As a result the
management of the Company has changed. Management expects to develop a new
business plan. The Company will not continue its historic
business. We have not earned any revenues. While we expect
to initiate a new business, there is no history upon which to base any
assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations.
Without
further funding we will be unable to implement any business plan we
develop.
As of
November 30, 2009, we had no cash or liquid Assets. We currently do
not have any operations and we have no income.
Our
independent auditor has issued an audit opinion for Wilson Creek Mining Corp.
which includes a statement describing our going concern status. Our
financial status creates a doubt whether we will continue as a going
concern.
As
described in Note 6 of our accompanying financial statements, our lack of
operations and any guaranteed sources of future capital create substantial doubt
as to our ability to continue as a going concern. If we do not
initiate a new business plan or if any plan we create does not work, we could
remain as a start-up company with limited operations and revenues or may be
required to cease operating entirely.
Because
our current officer and director has other business interests, he may not be
able or willing to devote a sufficient amount of time to develop a new business
plan.
Mr. Engin
Yesil, the sole officer and a director of the company, has many business
interests. It is possible that the demands on him from other
obligations may result in his having insufficient time to develop a business
plan for the Company.
-6-
ITEM
2. DESCRIPTION OF PROPERTY
We do not
currently own any property. We are currently operating out of the
offices at c/o Core Development Holdings, 1080 N W 163rd Drive,
Miami, Florida 33169. The premises are provided on a rent-free
basis. Management believes the current premises are sufficient for
its needs at this time.
We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM
3. LEGAL PROCEEDINGS
We are
not currently involved in any legal proceedings nor do we have any knowledge of
any threatened litigation.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No
matters were submitted to a vote of security holders during the fiscal year
ended November 30, 2009.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our
common stock is currently listed for traded on the OTC Bulletin Board under the
symbol “WCRE”. There has been no active trading market.
Of the
3,500,000 shares of common stock outstanding as of November 30, 2009, 3,257,000
shares are owned by an entity controlled by our sole officer and a director, and
may only be resold in compliance with Rule 144 of the Securities Act of
1933.
As of
November 30, 2009, we have 3,500,000 Shares of $0.001 par value common stock
issued and outstanding held by 28 shareholders of record.
The stock
transfer agent for our securities is Fidelity Stock Transfer, Inc.
Dividends
We have
never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers
relevant.
-7-
Because our common stock is
considered a “penny stock”, a shareholder may have difficulty selling shares in
the secondary trading market.
Our
common stock is subject to certain rules and regulations relating to "penny
stock" (generally defined as any equity security that has a price less than
$5.00 per share, subject to certain exemptions). Broker-dealers who sell penny
stocks are subject to certain "sales practice requirements" for sales in certain
nonexempt transactions (i.e., sales to persons other than established customers
and institutional "accredited investors"), including requiring delivery of a
risk disclosure document relating to the penny stock market and monthly
statements disclosing recent price information for the penny stocks held in the
account, and certain other restrictions. For as long as our common stock is
subject to the rules on penny stocks, the market liquidity for such securities
could be significantly limited. This lack of liquidity may also make it more
difficult for us to raise capital in the future through sales of equity in the
public or private markets.
Securities authorized for
issuance under equity compensation plans
We do not
have any equity compensation plans and accordingly we have no securities
authorized for issuance thereunder.
Section
16(a)
Because
we do not have any securities registered under the Securities Exchange Act of
1934, our executive officer, principal shareholder and members of our Board of
Directors are generally not required to file reports required by Section 16(a)
of the Securities Exchange Act of 1934.
Recent Sales and Purchases
of Equity Securities by the Issuer
There
were no shares of common stock or other securities issued by the
issuer during the year ended November 30, 2009.
ITEM
6. SELECTED FINANCIAL DATA
Since we
are a smaller operating company, this item is not applicable to
us.
-8-
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERTIONS
We have
generated no revenues since inception and have incurred $85,448 in expenses
through November 30, 2009.
The
following table provides selected financial data about our company for the years
ended November 30, 2009 and 2008.
|
Balance Sheet Data:
|
11/30/09
|
11/30/08
|
||||||
|
Cash
|
$ | -0- | $ | -0- | ||||
|
Total
assets
|
$ | -0- | $ | -0- | ||||
|
Total
liabilities
|
$ | 45,448 | $ | 20,285 | ||||
|
Shareholders'
equity
|
$ | (45,448 | ) | $ | (20,285 | ) | ||
Cash
provided by financing activities for the year ended November 30, 2009 was
$0. Cash provided by financing since inception was $40,000, $10,000
from the sale of shares to our officer and the $30,000 resulting from the sale
of our common stock to 26 independent investors.
Plan of
Operation
The
following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form
10-K. Except for the historical information contained herein, the
discussion in this Form 10-K contains certain forward-looking statements that
involve risks and uncertainties, such as statements of our plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-K
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-K. The Company's actual results could
differ materially from those discussed here.
Our
current cash balance is $0. We expect to experience a shortage of
funds. Our sole director and officer has been lending us funds to
enable us to pay our operating expenses. There are no formal binding
commitments or binding arrangements with our sole officer director to advance or
loan funds. There are no terms regarding repayment of any loans or
capital contribution. If our sole officer and director does not
continue to advance us the funds necessary to enable us to pay our expenses, we
will not be able to continue.
Results of
Operation
We are
still in our exploration stage and have generated no revenues to
date.
-9-
We
incurred operating expenses of $21,163 for the twelve months ended November 30,
2009 and $36,493 for the twelve months ended on November 7, 2008. These expenses
consisted of administrative expenses related to our status as a public company
and professional fees incurred in connection with the preparation and filing of
our periodic reports. These expenses were substantially higher during the period
ended November 30, 2008 than in 2009 due to $11,718 of consulting fees accrued
in connection with the change in control of the Company which occurred on
January 21, 2008.
Our net
loss from inception through November 30, 2009 was $85,448.
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
become an operating company. There is no assurance we will ever reach that
point.
Liquidity and Capital
Resources
Our cash
balance at November 30, 2009 was $0. During the quarter ended August 31, 2007,
we closed our offering of registered shares pursuant to our SB-2 Registration
Statement filed with the SEC under file number 333-140143 which became effective
on February 9, 2007, with total proceeds of $30,000. Those funds were expended
in prior years and at this point we are dependent on advances 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. Our sole officer and director has no formal
commitment, arrangement or legal obligation to advance or loan funds to
us.
We have
sold a total of $40,000 in equity securities to pay our expenses.
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 expects to
develop a new business plan for the Company. The Company will not continue its
previous business.
Significant Accounting
Policies
Basis of
Presentation
The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes.
-10-
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 the Company 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 previously secured exploration rights prior to
establishment of proven and probable reserves. The Company never established the
commercial feasibility of any exploration prospects; therefore, all costs were
expensed. This business has been abandoned by the
Company.
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.
-11-
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.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
GEORGE
STEWART, CPA
2301
SOUTH JACKSON STREET, SUITE 101-G
SEATTLE,
WASHINGTON 98144
(206)
328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Wilson
Creek Mining Corp.
I have
audited the accompanying balance sheet of Wilson Creek Mining Corp. (A
Exploration Stage Company) as of November 30, 2009 and 2008, and the related
statement of operations, stockholders’ equity and cash flows for the years ended
November 30, 2009 and 2008 and for the period from September 20, 2006
(inception), to November 30, 2009. These financial statements are the
responsibility of the Company’s management. My responsibility is to
express an opinion on these financial statements based on my audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for
my opinion.
-12-
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wilson Creek Mining Corp., (A
Exploration Stage Company) as of November 30, 2009 and 2008, and the results of
its operations and cash flows the years ended November 30, 2009 and 2008 and
from September 20, 2006 (inception), to November 30, 2009 in conformity with
generally accepted accounting principles in the United States of
America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note # 6 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to
continue as a going concern. Management’s plan in regard to these
matters is also described in Note # 6. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/S/
George Stewart
Seattle,
Washington
February
12, 2010
-13-
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Balance
Sheets
|
Nov. 30,
|
Nov. 30,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets
|
||||||||
|
Cash
|
$ | - | $ | - | ||||
|
Total
Current Assets
|
- | - | ||||||
|
TOTAL
ASSETS
|
$ | - | $ | - | ||||
|
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts
Payable
|
$ | 12,572 | $ | 3,935 | ||||
|
Loans
From Director
|
32,876 | 16,350 | ||||||
|
Total
Current Liabilities
|
45,448 | 20,285 | ||||||
|
Total
Liabilities
|
$ | 45,448 | $ | 20,285 | ||||
|
Stockholders'
Equity (Deficit)
|
||||||||
|
Common
stock, ($0.001 par value, 75,000,000 shares
|
||||||||
|
authorized;
3,500,000 shares issued and outstanding as of
|
||||||||
|
November
30, 2009 and November 30, 2008 respectively)
|
$ | 3,500 | $ | 3,500 | ||||
|
Additional
paid-in capital
|
36,500 | 36,500 | ||||||
|
Deficit
accumulated during exploration stage
|
(85,448 | ) | (60,285 | ) | ||||
|
Total
Stockholders' Equity (Deficit)
|
$ | (45,448 | ) | $ | (20,285 | ) | ||
|
TOTAL
LIABILITIES &
|
||||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
$ | - | $ | - | ||||
See
Accompanying Notes
-14-
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Statements
of Operations
|
September 20, 2006
|
||||||||||||
|
Year
|
Year
|
(inception)
|
||||||||||
|
Ended
|
Ended
|
through
|
||||||||||
|
Nov. 30,
|
Nov. 30,
|
Nov. 30,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Revenues
|
||||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Total
Revenues
|
- | - | - | |||||||||
|
Operating
Costs
|
||||||||||||
|
Administrative
Expenses
|
$ | 25,163 | $ | 36,493 | $ | 85,448 | ||||||
|
Total
Operating Costs
|
25,163 | 36,493 | 85,448 | |||||||||
|
Net
Income (Loss)
|
$ | (25,163 | ) | $ | (36,493 | ) | $ | (85,448 | ) | |||
|
Basic
earnings (loss) per share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
Weighted
average number of
|
||||||||||||
|
common
shares outstanding
|
3,500,000 | 3,500,000 | ||||||||||
See
Accompanying Notes
-15-
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Statement
of Changes in Stockholders' Equity
From
September 20, 2006 (Inception) through November 30, 2009
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Common
|
Additional
|
During
|
||||||||||||||||||
|
Common
|
Stock
|
Paid-in
|
Exploration
|
|||||||||||||||||
|
Stock
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
|
Balance,
September 20, 2006
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Stock
issued for cash on September 26, 2006
|
||||||||||||||||||||
|
@
$0.005 per share
|
2,000,000 | 2,000 | 8,000 | 10,000 | ||||||||||||||||
|
Net
loss, November 30, 2006
|
(4,325 | ) | (4,325 | ) | ||||||||||||||||
|
Balance,
November 30, 2006
|
2,000,000 | $ | 2,000 | $ | 8,000 | $ | (4,325 | ) | $ | 5,675 | ||||||||||
|
Stock
issued for cash on May 2, 2007
|
||||||||||||||||||||
|
@
$0.02 per share
|
450,000 | 450 | 8,550 | 9,000 | ||||||||||||||||
|
Stock
issued for cash on June 19, 2007
|
||||||||||||||||||||
|
@
$0.005 per share
|
1,050,000 | 1,050 | 19,950 | 21,000 | ||||||||||||||||
|
Net
loss, November 30, 2007
|
(19,467 | ) | (19,467 | ) | ||||||||||||||||
|
Balance,
November 30, 2007
|
3,500,000 | $ | 3,500 | $ | 36,500 | $ | (23,792 | ) | $ | 16,208 | ||||||||||
|
Net
loss, November 30, 2008
|
(36,493 | ) | (36,493 | ) | ||||||||||||||||
|
Balance,
November 30, 2008
|
3,500,000 | $ | 3,500 | $ | 36,500 | $ | (60,285 | ) | $ | (20,285 | ) | |||||||||
|
Net
loss, November 30, 2009
|
(25,163 | ) | (25,163 | ) | ||||||||||||||||
|
Balance,
November 30, 2009
|
3,500,000 | $ | 3,500 | $ | 36,500 | $ | (85,448 | ) | $ | (45,448 | ) | |||||||||
-16-
WILSON
CREEK MINING CORP.
(An
Exploration Stage Company)
Statements
of Cash Flows
|
September 20, 2006
|
||||||||||||
|
Year
|
Year
|
(inception)
|
||||||||||
|
Ended
|
Ended
|
through
|
||||||||||
|
Nov. 30,
|
Nov. 30,
|
Nov. 30,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
||||||||||||
|
Net
income (loss)
|
$ | (25,163 | ) | $ | (36,493 | ) | $ | (85,448 | ) | |||
|
Adjustments
to reconcile net loss to net cash
|
||||||||||||
|
provided
by (used in) operating activities:
|
||||||||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Increase
(decrease) in Accounts Payable
|
8,637 | 3,935 | 12,572 | |||||||||
|
Increase
(decrease) in Due to Director
|
16,526 | 14,750 | 32,876 | |||||||||
|
Net
cash provided by (used in) operating activities
|
- | (17,808 | ) | (40,000 | ) | |||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
|
Acquisition
of equipment
|
- | - | - | |||||||||
|
Net
cash provided by (used in) investing activities
|
- | - | - | |||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
|
Issuance
of common stock
|
3,500 | |||||||||||
|
Additional
paid-in capital
|
36,500 | |||||||||||
|
Net
cash provided by (used in) financing activities
|
- | - | 40,000 | |||||||||
|
Net
increase (decrease) in cash
|
- | (17,808 | ) | - | ||||||||
|
Cash
at beginning of period
|
- | 17,808 | - | |||||||||
|
Cash
at end of period
|
$ | - | $ | - | $ | - | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
|
||||||||||||
|
Cash
paid during year for :
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
See
Accompanying Notes
-17-
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOVEMBER
30, 2009 AND 2008
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. Prior to January 31, 2008, the
Company was primarily engaged in the acquisition and exploration of mining
properties. The Company did not realize any revenue from these
activities.
A
change of control of the Company occurred in January 31, 2008. As a
result the management of the Company has changed. Management expects
to develop a new business plan. The Company abandoned its previous
activity 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 the Company. 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 secured exploration rights prior to establishment
of proven and probable reserves. To date, the Company did not establish the
commercial feasibility of any exploration prospects; therefore, all costs were
expensed. The Company has abandoned these
activities.
-18-
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOVEMBER
30, 2009 AND 2008
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.
NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Renewals
and replacements that increase a 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.
Historically, the Company's financial instruments have consisted 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.
-19-
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOVEMBER
30, 2009 AND 2008
NOTE 3 - PROVISION FOR
INCOME TAXES
The
provision for income taxes for the period ended November 30, 2009 and 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
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 $ 85,448 since
its inception and requires capital for any operations 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 any contemplated business plan for 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 financial statements of the Company
do not include any adjustments that may result from the outcome of these
aforementioned uncertainties.
-20-
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOVEMBER
30, 2009 AND 2008
NOTE 7 – RELATED PARTY
TRANSACTIONS
Engin
Yesil, the sole officer and director of the Company is involved in other
business opportunities and will likely engage in additional activities 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
advanced interest free. The balance due Mr. Woods was $ 0 on November
30, 2008 and November 30, 2009, respectively. Mr. Engin Yesil (the
Company’s sole officer and director) advanced the Company $16,350 in the fiscal
year ended November 30, 2008 and an additional $16,526 in the fiscal year ended
November 30, 2009 to enable it to pay for expenses incurred by
it. The total amount of these advances in the amount of $32,876
remained outstanding on November 30, 2009.
NOTE 8 – STOCK
TRANSACTIONS
Transactions,
other than employees’ stock issuances, 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 issuances 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.
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.
-21-
WILSON
CREEK MINING CORP.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOVEMBER
30, 2009 AND 2008
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
November 30, 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 November 30, 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.
-22-
Item
9 - Changes In and Disagreements with Accountants and Financial
Disclosure
None.
Item
9A –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 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, including any
consolidating subsidiaries, and was made known to us by others within those
entities, 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 not identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions
taken.
Item
9A(T). Controls and Procedures
Management’s Annual Report
on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that are
intended to:
|
1.
|
pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our
assets;
|
|
2.
|
provide
reasonable assurance that transactions are recorded as necessary to permit
reparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and
directors; and
|
|
3.
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could
have a material effect on our financial
statements.
|
-23-
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management's
assessment of the effectiveness of the small business issuer's internal control
over financial reporting is as of the year ended November 30, 2009. Management
believes that internal control over financial reporting is
effective. There have not been any changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f)
under the Exchange Act) during the last fiscal quarter for the year
ended November 30, 2008, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
The
framework used by the Company with respect to internal control over financial
control is as follows: all bills are forwarded to the Company’s sole
office and director for review and payment. The bills are reviewed by
the financial assistants of the Company’s sole officer and director before they
are paid and are subsequently forwarded to an additional person for review and
compilation prior to being included in the Company’s periodic reports, which are
themselves examined by the Company’s independent auditors. Since the
Company has no operations, no revenues and very few expenses, all of which are
payable to the same persons each reporting period, the Company believes this
straight-forward control process is effective. However, if the
Company were to commence operations, engage in fund raising or other activities
which increase the complexity of its financial reporting, management believes
revised and improved internal controls will be required.
The
foregoing report shall not be deemed to be filed for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that
section.
-24-
Limitations on the
Effectiveness of Internal Control
Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will necessarily prevent all fraud and material
errors. An internal control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations on all
internal control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. The design of any system of internal control
is also based in part upon certain assumptions about the likelihood of future
events and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in circumstances, and/or the degree of
compliance with the policies and procedures may deteriorate. Because of the
inherent limitations in a cost effective internal control system, financial
reporting misstatements due to error or fraud may occur and may not be detected
on a timely basis.
Item
9B.
None.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The sole
officer and director of Wilson Creek Mining Corp., is:
|
Name & Address
|
Age
|
Position
|
|||
|
Engin Yesil
|
48
|
President,
|
|||
|
c/o Core Development Holdings
|
Director,
|
||||
|
1080 N W 163rd Drive
|
Acting
Principal
|
||||
|
Miami, Florida 33169
|
Accounting
Officer
|
Directors
are elected to serve until the next annual meeting of stockholders and until
their
successors
have been elected and qualified. Officers are appointed to serve
until the meeting of the board of directors following the next annual meeting of
stockholders and until their successors have been elected and
qualified.
Mr. Yesil
expects to devote as much time as the board of directors deems necessary to
manage the affairs of the company.
-25-
No
executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No
executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
Resumes
Engin
Yesil
President,
Acting Principal Accounting Officer and Director
Mr. Yesil
is 48 years old and has served as president and founder of a wide range of
successful businesses. He founded his first business, Lens Express in 1986 and
after successful operations, the Company was sold as the world's largest contact
lens replacement service, which later became part of 1-800-CONTACS. In 1996, Mr.
Yesil founded U.S.-based Core Development Holdings Corp., a real estate company
of which he serves as President.
Information Concerning the
Board of Directors, Board Committees and Corporate
Governance
Board
Composition
Our Board
of Directors consists of one (1) director. Our Board has determined that it
has no "independent directors" under the corporate governance rules and
regulations of NASDAQ.
Committees of the
Board
Since
the Company's common stock is quoted on the OTC Bulletin Board and as a result
is not subject to exchange listing requirements, the Board has no immediate
plans or need to establish an audit committee with a financial expert or a
compensation committee to determine guidelines for determining the compensation
of its executive officers or directors. For similar reasons, the Company has not
established a nominating committee, or a written policy for considering
recommendations from shareholders for candidates to serve as directors or with
respect to communications from shareholders.
Code of
Ethics
Our board
of directors adopted our code of ethical conduct that applies to all of our
employees and directors, including our principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions.
-26-
We
believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code
of Ethical Conduct is designed to deter wrongdoing and to promote:
|
·
|
Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
|
|
·
|
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by
us;
|
|
·
|
Compliance
with applicable governmental laws, rules and
regulations;
|
|
·
|
The
prompt internal reporting to an appropriate person or persons identified
in the code of violations of our Code of Ethical Conduct;
and
|
|
·
|
Accountability
for adherence to the Code.
|
Item
11. Executive Compensation
Our
current officer receives no compensation. The current Board of
Directors is comprised of Mr. Yesil.
Summary
Compensation Table
|
Name &
Principle
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
annual
compen-
sation ($)
|
Restricted
stock
awards
($)
|
Options
SARs
($)
|
LTIP
Payouts
($)
|
All other
compen-
sation
($)
|
||||||||||||||||||||||
|
R
Woods
|
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||
|
President,
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 11,718 | |||||||||||||||||||||
|
Director(1)
|
||||||||||||||||||||||||||||||
|
Engin
Yesil
|
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||
|
President,
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||
|
Acting
Principal
|
||||||||||||||||||||||||||||||
|
Accounting
Officer
|
||||||||||||||||||||||||||||||
|
and
Director
|
||||||||||||||||||||||||||||||
(1) Mr.
Woods served as our President until January 31, 2008, the date we experienced a
change of control. The compensation reflected as paid to Mr. Woods
was paid to Claridge and Associates, an entity which we believe is controlled by
Mr. Woods.
There are
no current employment agreements between the company and its executive
officer.
-27-
Mr. Yesil
has agreed to work with no remuneration until such time as the company initiates
a new business. At this time, we cannot accurately estimate when
sufficient revenues will occur to implement this compensation, or what the
amount of the compensation will be.
There are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
We have
not compensated our Board members for their participation on the Board and do
not have any standard or other arrangements for compensating them for such
service.
Item
12 - Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The
following table sets forth information on the ownership of Wilson Creek Mining
Corp. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock as of the
date of this report:
|
Name of
|
No. of
|
Percentage
|
||||||
|
Beneficial Owner (1)
|
Shares
|
of Ownership:
|
||||||
|
Engin
Yesil(2)
|
3,257,000 | 93 | % | |||||
|
All
Officers and Directors as a Group
|
3,257,000 | 93 | % | |||||
(1) The
person named may be deemed to be a "parent" and "promoter" of the Company,
within the meaning of such terms under the Securities Act of 1933, as
amended.
(2) These
shares are owned by Tricon Holding, LLC an entity controlled by Mr.
Yesil.
Item
13. Certain Relationships and Related Transactions and Director
Independence.
Engin
Yesil, the sole officer and director of the Company is involved in other
business opportunities and will likely engage in additional activities as they
become available; thus, he may face a conflict between selecting the Company and
other persons when a possible business opportunity becomes
available. 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 advanced interest free. The balance due Mr. Woods was $ 0 on
November 30, 2008 and November 30, 2009, respectively. Mr. Engin
Yesil (the Company’s sole officer and director) advanced the Company $16,350 in
the fiscal year ended November 30, 2008 and an additional $16,526 in the fiscal
year ended November 30, 2009 to enable it to pay for costs incurred by
it. The total amount of these advances in the amount of $32,876
remained outstanding on November 30, 2009.
-28-
The
following exhibits are included with this filing:
|
Exhibit
|
||
|
Number
|
Description
|
|
|
3(i)
|
Articles
of Incorporation*
|
|
|
3(ii)
|
Bylaws*
|
|
|
14
|
Code
of Ethics
|
|
|
23.2
|
Consent
of accounts for use of their reports
|
|
|
31
|
Sec.
302 Certification of CEO/CFO
|
|
|
32
|
Sec.
906 Certification of CEO/CFO
|
*
Included in our SB-2 filing under Commission File Number
333-140143.
Item
14. Principal Accountant Fees and Services
Our Board
of Directors was directly responsible for interviewing and retaining our
independent accountant, considering the accounting firm's independence and
effectiveness, and pre-approving the engagement fees and other compensation to
be paid to, and the services to be conducted by, the independent accountant. Our
Board did not delegate these responsibilities. During our 2009 and 2008
fiscal years, our Board of Directors pre-approved 100% of the services
described below.
The total
fees charged to the company for audit services, including interim reviews were
$8,900, for audit-related services were $Nil, for tax services were $Nil and for
other services were $Nil during the year ended November 30, 2009.
For the
year ended November 30, 2008, the total fees charged to the company for audit
services, including interim reviews were $7,500, for audit-related services were
$Nil, for tax services were $500 and for other services were $Nil.
Item
15. Exhibits and Financial Statements Schedules.
The
financial statements required by this item are provided in Item 8 of this
report.
The
following exhibits are included with this filing:
-29-
|
Exhibit
|
||
|
Number
|
Description
|
|
|
3(i)
|
Articles
of Incorporation*
|
|
|
3(ii)
|
Bylaws*
|
|
|
14
|
Code
of Ethics
|
|
|
23.2
|
Consent
of accounts for use of their reports
|
|
|
31
|
Sec.
302 Certification of CEO/CFO
|
|
|
32
|
Sec.
906 Certification of CEO/CFO
|
*
Included in our SB-2 filing under Commission File Number
333-140143.
Signatures
In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
/s/
Engin Yesil
|
||
|
Engin
Yesil, President,
|
Date: March
11, 2010
|
|
|
Principal
Executive Officer, Principal Financial Officer,
|
||
|
Principal
Accounting Officer and Director
|
-30-