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 MARCH 31, 2008
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.)
(760) 564-8967
(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 [ ] NO [X]
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: 3,000,000 shares as of March 31, 2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended March 31,
2008, prepared by the company, immediately follow.
2
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Balance Sheet
(Unaudited)
As of As of
March 31, December 31,
2008 2007
-------- --------
ASSETS
Current Assets $ 0 $ 0
Cash 1,023 5,895
-------- --------
Total Current Assets 1,023 5,895
Fixed Assets
Total Fixed Assets 0 0
-------- --------
Total Assets $ 1,023 $ 5,895
======== ========
LIABILITIES
Current Liabilities $ 0 $ 0
Account Payables 0 0
-------- --------
Total Current Liabilities 0 0
-------- --------
Long term Liabilities 0 0
-------- --------
Total Liabilities $ 0 $ 0
======== ========
EQUITY
25,000,000 Preferred Shares Authorized at $.001 par value
None Outstanding
75,000,000 Common Shares Authorized at $.001 par value
3,000,000 Common Shares Issued and Outstanding 3,000 3,000
Additional Paid in Capital 12,000 12,000
Accumulated Deficit during Exploration Stage (13,977) (9,105)
-------- --------
Total Stockholders Equity 1,023 5,895
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 1,023 $ 5,895
======== ========
The accompanying notes are an integral part of these financial statements.
3
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Income Statement
(Unaudited) June 26, 2007
Three months (Inception)
ended Period ended
March 31, March 31,
2008 2008
---------- ----------
Revenue $ 0 $ 0
---------- ----------
Expenses
General and Administrative 4,872 105
---------- ----------
Total Expenses 4,872 105
---------- ----------
Other Income (expenses)
Recognition of an Impairment Loss
(Mineral Claims) 0 9,000
---------- ----------
Income
Interest Income
Income (Loss) Before Income Taxes (4,872) (9,105)
---------- ----------
Provision For Income Taxes 0 0
---------- ----------
Net Income (Loss) $ (4,872) $ (9,105)
========== ==========
Basic & Diluted (Loss) per Share (0.001) (0.001)
========== ==========
Weighted Average Number of Common Shares 3,000,000 3,000,000
========== ==========
The accompanying notes are an integral part of these financial statements.
4
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Stockholder's Equity
From Inception June 26, 2007 to March 31, 2008
Deficit
Accumulated
During
Common Stock Preferred Stock Paid in Exploration Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Common Shares issued to founders
@ $0.005 per share, par value .001 3,000,000 $3,000 -- $ -- $ 12,000 $ 15,000
Net (Loss) for period $ (9,105) (9,105)
---------- ------ ------ ------ -------- -------- --------
Balance, December 31, 2007 3,000,000 $3,000 -- $ -- $ 12,000 $ (9,105) $ 5,895
========== ====== ====== ====== ======== ======== ========
Net (Loss) for period (4,872) (4,872)
---------- ------ ------ ------ -------- -------- --------
Balance, March 31, 2008 3,000,000 $3,000 -- $ -- $ 12,000 $(13,977) $ 1,023
========== ====== ====== ====== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Unaudited) June 26, 2007
Three months (Inception)
ended Period ended
March 31, March 31,
2008 2008
-------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ (4,872) $ (9,105)
Accounts Payable
Impairment of Mineral Rights -- 9,000
-------- --------
NET CASH FROM OPERATING ACTIVITIES (4,872) (105)
NET CASH AFTER OPERATING ACTIVITIES (4,872) (105)
INVESTING ACTIVITIES
Mineral rights $ -- $ (9,000)
-------- --------
NET CASH FROM FINANCING ACTIVITIES -- (9,000)
NET CASH AFTER OPERATING AND FINANCIAL ACTIVITIES (4,872) (9,105)
FINANCING ACTIVITIES
Common Shares Issued to Founders, @ $0.005 Per Share -- 15,000
-------- --------
NET CASH FROM INVESTING ACTIVITIES -- 15,000
NET CASH AFTER OPERATING, FINANCIAL
AND INVESTING ACTIVITIES (4,872) 5,895
Cash at Beginning of Period 5,895 --
-------- --------
CASH AT END OF PERIOD $ 1,023 $ 5,895
======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ 0 $ 0
======== ========
Income Taxes $ 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
March 31, 2008
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Wolfe Creek Mining, Inc. (the Company) was incorporated on June 26, 2007 under
the laws of the State of Delaware. The Company is 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. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.
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. 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.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its mineral
properties.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using both
straight-line method over the estimated useful lives 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.
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Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2008
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 in accordance with SFAS No. 128,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing the net loss available to common shareholders by
the weighted average number of common shares outstanding during such period.
Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive. The Company has basic and
diluted loss per share of $0.001
NOTE 3 - PROVISION FOR INCOME TAXES
The provision for income taxes for the period ended March 31, 2008 represents
the minimum state income tax expense of the Company, which is not considered
significant.
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Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2008
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140" to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS NO. 155 amends SFAS NO. 140, "Accounting for the
Impairment or disposal of Long-Lived Assets" to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed.
In March 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement NO. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earning or the amortization and impairment requirement of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives t qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006.
These statements are not expected to have a significant effect on the Company's
future reported financial position or results of operations.
9
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2008
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 $
13,977 since its inception and requires capital for its contemplated 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 plan of 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.
NOTE 7 - RELATED PARTY TRANSACTIONS
Kristen Paul, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they become available, thus
she may face a conflict in selecting between the Company and her other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
Kristen Paul, the sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's upcoming S-1 offering. She will also not receive any
interest on any funds that she advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. 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.
10
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2008
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2008:
Preferred Shares, $ 0.001 par value: 25,000,000 shares authorized.
Common Stock, $ 0.001 par value: 75,000,000 shares authorized; 3,000,000 shares
issued and outstanding.
On October 17, 2007 the Company issued a total of 3,000,000 shares of common
stock to one director for cash in the amount of $0.005 per share for a total of
$15,000.
As of March 31, 2008 the Company had 3,000,000 shares of common stock issued and
outstanding.
NOTE 10 - PURCHASE OF MINERAL RIGHTS AND IMPAIRMENT
On December 19, 2007, the Company entered into an agreement to acquire a Eureka
Lode Mining Claim for $9000. No proven or probable reserves on the property have
been established. The cost of the Mineral Rights was impaired 100% as of March
31, 2008.
11
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 have not commenced mineral
exploration activities and there are no known mineral reserves on the property.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $4,872 for the three months ended March 31,
2008. 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 registration statement.
12
Our net loss from inception through March 31, 2008 was $13,977.
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 March 31, 2008 was $1,023. In order to achieve our
exploration program goals, we need the funding of $25,000 from the 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. No
shares have been sold and there is no assurance that any will be sold.
If we experience a shortage of funds prior to completing our offering 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.
PLAN OF OPERATION
Our plan of operation for the twelve months following funding is to complete the
first two phases of the exploration program on our claim consisting of
geological mapping, soil sampling and rock sampling. In addition to the $7,000
we anticipate spending for Phase 1 and $10,500 on Phase 2 of the exploration
program as outlined below, we anticipate spending an additional $6,000 on
professional fees, including fees payable in connection with the filing of this
registration statement and complying with reporting obligations, and general
administrative costs. Total expenditures over the next 12 months are therefore
expected to be approximately $23,500. We will require the funds from this
offering to proceed.
The following work program has been recommended by the consulting geologist who
prepared the geology report for the Eureka Lode Mining Claim.
PHASE 1
VLF-EM and magnetometer surveys $ 7,000
PHASE 2
Localized soil surveys, trenching and sampling
over known and indicated mineralized zones $10,500
13
PHASE 3
Test diamond drilling $70,000
-------
Total $87,500
=======
If we are successful in raising the funds from our offering we plan to commence
Phase 1 of the exploration program on the claim in the summer of 2008. 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
planned exploration program. We expect this phase to take two weeks to complete
and an additional three months for the consulting geologist to receive the
results from the assay lab and prepare his report. If Phase 1 of the exploration
program is successful we anticipate commencing Phase 2 in the fall of 2008. 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.
ITEM 4. CONTROLS AND PROCEDURES.
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) of
the Securities Exchange Act of 1934, or the "Exchange Act." This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC. Our management, including
our Principal Executive Officer and Principal Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Quarterly Report on Form 10-Q. Based upon that
evaluation, our Principal Executive Officer and Principal Financial Officer have
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Quarterly Report on Form 10-Q.
There were no changes to our internal control over financial reporting during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
14
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
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.
April 23, 2008 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.
April 23, 2008 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)
15