UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009
Commission File Number 333-149626
WOLFE CREEK MINING, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
15868 SW Kimball Avenue
Lake Oswego, OR 97035
(Address of principal executive offices, including zip code)
Phone (503)344-6213 Fax (503)974-9692
(telephone number, including area code)
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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,000,000 shares as of August 5, 2009
ITEM 1. FINANCIAL STATEMENTS.
The un-audited quarterly financial statements for the period ended June 30,
2009, prepared by the company, immediately follow.
2
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
Period ended As of
June 30, December 31,
2009 2008
-------- --------
ASSETS
Current Assets
Cash $ 9,082 $ 16,287
-------- --------
Total Current Assets 9,082 16,287
-------- --------
Fixed Assets
Total Fixed Assets 0 0
-------- --------
Total Assets 9,082 16,287
======== ========
LIABILITIES
Current Liabilities
Loan from Director 5,000 5,000
-------- --------
Total Current Liabilities 5,000 5,000
-------- --------
Long term Liabilities 0 0
-------- --------
Total Liabilities 5,000 5,000
======== ========
EQUITY
25,000,000 Preferred Shares Authorized at $.001 par value
None Outstanding
75,000,000 Common Shares Authorized at $.001 par value
4,000,000 common shares issued and outstanding 4,000 4,000
Additional Paid in Capital 36,000 36,000
Accumulated Deficit during Exploration Stage (35,918) (28,713)
-------- --------
Total Stockholders Equity 4,082 11,287
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,082 $ 16,287
======== ========
The accompanying notes are an integral part of these financial statements.
3
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Statements of Operations
(Unaudited) (Unaudited) (Unaudited) (Unaudited) June 26, 2007
Three months Three months Six months Six months (Inception) to
ended ended ended ended period ended
June 30, June 30, June 30, June 30, June 30,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
Revenue $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
Expenses
General and Administrative 2,305 2,737 7,205 7,609 19,918
---------- ---------- ---------- ---------- ----------
Total Expenses 2,305 2,737 7,205 7,609 19,918
---------- ---------- ---------- ---------- ----------
Other Income (expenses)
Recognition of an Impairment Loss
(Mineral Claims) -- -- -- -- 16,000
---------- ---------- ---------- ---------- ----------
Income
Income (Loss) Before Income Taxes (2,305) (2,737) (7,205) (7,609) (35,918)
---------- ---------- ---------- ---------- ----------
Provision For Income Taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net Income (Loss) $ (2,305) $ (2,737) $ (7,205) $ (7,609) $ (35,918)
========== ========== ========== ========== ==========
Basic & Diluted (Loss) per Share (0.005) (0.001) (0.005) (0.001) (0.001)
---------- ---------- ---------- ---------- ----------
Weighted Average Number of Common Shares 4,000,000 3,000,000 4,000,000 3,000,000
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
4
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency)
From Inception June 26, 2007 to June 30, 2009
Deficit
Accumulated
During
Preferred Stock Common Stock Paid in Exploration Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Balance at Inception on June 26, 2007 -- $ -- -- $ -- $ -- $ -- $ --
Common Shares issued to founders on
October 17, 2007 @ $0.005 per share,
par value .001 -- $ -- 3,000,000 3,000 12,000 15,000
Net loss for the period from inception
on June 26, 2007 to December 31, 2007 (9,105) (9,105)
------ ------ --------- ------- -------- --------- ---------
Balance, December 31, 2007 -- $ -- 3,000,000 $ 3,000 $ 12,000 $ (9,105) $ 5,895
====== ====== ========= ======= ======== ========= =========
Common Shares issued to individuals
on July 21, 2008 @ $0.025 per share,
par value .001 1,000,000 1,000 24,000 25,000
Net Loss for Year ending
December 31, 2008 (19,608) (19,608)
------ ------ --------- ------- -------- --------- ---------
Balance, December 31, 2008 -- $ -- 4,000,000 $ 4,000 $ 36,000 $ (28,713) $ 11,287
====== ====== ========= ======= ======== ========= =========
Net (Loss) for Period ending
March 31, 2009 (unaudited) (4,900) (4,900)
------ ------ --------- ------- -------- --------- ---------
Balance, March 31, 2009 -- $ -- 4,000,000 $ 4,000 $ 36,000 $ (33,613) $ 6,387
====== ====== ========= ======= ======== ========= =========
Net (Loss) for Period ending
June 30, 2009 (unaudited) (2,305) (2,305)
------ ------ --------- ------- -------- --------- ---------
Balance, June 30, 2009 -- $ -- 4,000,000 $ 4,000 $ 36,000 $ (35,918) $ 4,082
====== ====== ========= ======= ======== ========= =========
The accompanying notes are an integral part of these financial statements.
5
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited) (Unaudited) June 26, 2007
Six months Six months (Inception) to
ended ended period ended
June 30, June 30, June 30,
2009 2008 2009
-------- -------- --------
OPERATING ACTIVITIES
Net Income (Loss) $ (7,205) $ (7,609) $(35,918)
Accounts Payable -- -- --
Impairment of Mineral Rights -- -- 16,000
-------- -------- --------
NET CASH FROM OPERATING ACTIVITIES (7,205) (7,609) (19,918)
NET CASH AFTER OPERATING ACTIVITIES (7,205) (7,609) (19,918)
FINANCING ACTIVITIES
Mineral rights -- -- (16,000)
Loan from Director -- 5,000 5,000
-------- -------- --------
NET CASH FROM FINANCING ACTIVITIES -- 5,000 (11,000)
NET CASH AFTER OPERATING AND FINANCIAL ACTIVITIES (7,205) (2,609) (30,918)
INVESTING ACTIVITIES
Common Shares Issued to Founders, @ $0.005 Per Share -- -- 15,000
Common Shares Issued to Individules, @ $0.025 Per Share -- -- 25,000
-------- -------- --------
NET CASH FROM INVESTING ACTIVITIES -- -- 40,000
NET CASH AFTER OPERATING, FINANCIAL AND INVESTING ACTIVITIES (7,205) (2,609) 9,082
Provision for Income Tax -- -- --
Cash at Beginning of Period 16,287 5,895 --
-------- -------- --------
CASH AT END OF PERIOD $ 9,082 $ 3,286 $ 9,082
======== ======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ 0 $ 0 $ 0
-------- -------- --------
Income Taxes $ 0 $ 0 $ 0
-------- -------- --------
The accompanying notes are an integral part of these financial statements.
6
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at June 30, 2009
and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's December 31, 2008 audited financial statements. The results of
operations for the periods ended June 30, 2009 and 2008 are not necessarily
indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could
be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide
any assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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.
BUSINESS
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. Our mineral claim, the Eureka Lode Mineral Claim, is
comprised of one located claim with an area of 20 acres, and is located in the
easternmost portion the Goodsprings (Yellow Pine) Mining District within the
southwestern corner of the State of Nevada, U.S.A. We commenced mineral
exploration activities on the claim in July 2008 and received the results from
the geologist on Phase 1 of the exploration program. We are currently reviewing
his report and recommendations for further exploration.
RESULTS OF OPERATIONS
We have generated no revenues since inception and have incurred $35,918 in
expenses through June 30, 2009.
The following table provides selected financial data about our company for the
three months ended June 30, 2009.
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Balance Sheet Data: 6/30/09
------------------- -------
Cash $9,082
Total assets $9,082
Total liabilities $5,000
Shareholders' equity $4,082
Cash provided by financing activities since inception through June 30, 2009 was
$40,000, $15,000 from the sale of shares to our officer and director in October
2007 and $25,000 resulting from the sale of our common stock in our initial
public offering to a group of 26 investors in July 2008.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to complete the second phase
of the exploration program on our claim consisting of soil surveys, trenching
and sampling. In addition to the estimated cost of $10,500 for Phase 2 of the
exploration program as outlined below, we anticipate spending an additional
$5,000 on professional fees, including fees payable in complying with reporting
obligations and general administrative costs. Total expenditures over the next
12 months are therefore expected to be approximately $15,500.
The following work program was recommended by the consulting geologist who
prepared the geology report for the Eureka Lode Mining Claim.
PHASE 1 (COMPLETED)
VLF-EM and magnetometer surveys $ 7,000
PHASE 2
Localized soil surveys, trenching and sampling
over known and indicated mineralized zones $10,500
PHASE 3
Test diamond drilling $70,000
-------
Total $87,500
=======
The consulting geologist has completed Phase 1 of the exploration program. We
have a verbal agreement with Sookochoff Consultants Inc., the consulting geology
firm who prepared the geology report on our claim, to retain their services for
our entire exploration program. We commenced mineral exploration activities on
the claim in July 2008 and received the results from the geologist on Phase 1 of
the exploration program. We are currently reviewing his report and
recommendations for further exploration. If we decide to proceed with further
9
exploration, and we are able to secure the funds to do so, we anticipate
commencing Phase 2 in fall of 2009. We expect this phase to take three weeks to
complete and an additional three months for the consulting geologist to receive
the results from the assay lab and prepare his report.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at June 30, 2009 was $9,082. We have $5,000 in outstanding
liabilities, a loan from our director. The loan is non-interest bearing with no
specific terms of repayment. In July 2008 we secured funding of $25,000 from an
offering of registered shares pursuant to a registration statement on Form S-1
filed with the SEC under file number 333-149626 which became effective on April
8, 2008. The offering was closed after selling 1,000,000 shares to 26 investors.
If we experience a shortage of funds prior to completing our exploration program
we may utilize funds from a director who has informally agreed to advance funds
to allow us to pay for business operations, however our director has no formal
commitment, arrangement or legal obligation to advance or loan funds to us.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
10
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. 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. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of June 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of June 30, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
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MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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 registration statement on
form S-1, filed under SEC File Number 333-149626, at the S.E.C. website at
www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
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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.
August 5, 2009 Wolfe Creek Mining, Inc., Registrant
By: /s/ Kristen Paul
---------------------------------------------------
Kristen Paul, President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
August 5, 2009 Wolfe Creek Mining, Inc., Registrant
By: /s/ Kristen Paul
----------------------------------------------------
Kristen Paul, President, Secretary and Treasurer
Chief Financial Officer (Principal Executive Officer
and Principal Accounting Officer)
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