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, 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.)
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: 3,000,000 shares as of June 30, 2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended June 30,
2008, prepared by the company, immediately follow.
2
Wolfe Creek Mining, Inc.
(An Exploration Stage Company)
Balance Sheets
Six Months
ended As of
June 30, December 31,
2008 2007
-------- --------
ASSETS
Current Assets
Cash $ 3,286 $ 5,895
-------- --------
Total Current Assets 3,286 5,895
Fixed Assets
Total Fixed Assets -- --
-------- --------
Total Assets $ 3,286 $ 5,895
======== ========
LIABILITIES
Current Liabilities
Loan from Director $ 5,000 $ --
-------- --------
Total Current Liabilities 5,000 --
-------- --------
Long term Liabilities -- --
-------- --------
Total Liabilities $ 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
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 (16,714) (9,105)
-------- --------
Total Stockholders Equity (1,714) 5,895
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 3,286 $ 5,895
======== ========
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) June 26, 2007
Three months Six months (Inception)
ended ended Period ended
June 30, June 30, June 30,
2008 2008 2008
---------- ---------- ----------
Revenue $ -- $ -- $ --
---------- ---------- ----------
Expenses
General and Administrative 2,737 7,609 7,714
---------- ---------- ----------
Total Expenses 2,737 7,609 7,714
---------- ---------- ----------
Other Income (expenses)
Recognition of an Impairment Loss (Mineral Claims) -- -- 9,000
---------- ---------- ----------
Income
Interest Income -- -- --
Income (Loss) Before Income Taxes (2,737) (7,609) (16,714)
---------- ---------- ----------
Provision For Income Taxes -- -- --
---------- ---------- ----------
Net Income (Loss) $ (2,737) $ (7,609) $ (16,714)
========== ========== ==========
Basic & Diluted (Loss) per Share $ (0.001) $ (0.001) $ (0.001)
========== ========== ==========
Weighted Average Number of Common Shares 3,000,000 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)
Statements of Stockholders' Equity
From Inception June 26, 2007 to June 30, 2008
Deficit
Accumulated
During
Preferred Stock Common Stock Paid in Exploration Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Common Shares issued to founders
on October 13, 2007 @ $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 (7,609) (7,609)
------ ------ ---------- ------ -------- -------- --------
Balance, June 30, 2008 -- $ -- 3,000,000 $3,000 $ 12,000 $(16,714) $ (1,714)
====== ====== ========== ====== ======== ======== ========
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
Three months Six months (Inception)
ended ended Period ended
June 30, June 30, June 30,
2008 2008 2008
-------- -------- --------
OPERATING ACTIVITIES
Net Income (Loss) $ (2,737) $ (7,609) $(16,714)
Accounts Payable -- -- --
Impairment of Mineral Rights -- -- 9,000
-------- -------- --------
NET CASH FROM OPERATING ACTIVITIES (2,737) (7,609) (7,714)
NET CASH AFTER OPERATING ACTIVITIES (2,737) (7,609) (7,714)
FINANCING ACTIVITIES
Mineral rights -- -- (9,000)
Loan from Director 5,000 5,000 5,000
-------- -------- --------
NET CASH FROM FINANCING ACTIVITIES 5,000 5,000 (4,000)
NET CASH AFTER OPERATING AND FINANCIAL ACTIVITIES 2,263 (2,609) (11,714)
INVESTING 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 2,263 (2,609) 3,286
Provision for Income Tax -- -- --
Cash at Beginning of Period 1,023 5,895 --
-------- -------- --------
CASH AT END OF PERIOD $ 3,286 $ 3,286 $ 3,286
======== ======== ========
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, 2008
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, 2008,
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, 2007 audited financial statements. The results of
operations for the periods ended June 30, 2008 and 2007 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.
NOTE 3 - SUBSEQUENT EVENT
On July 21, 2008 we closed our offering of 1,000,000 shares pursuant to our
registration statement on Form S-1 which became effective on April 8, 2008.
On July 21, 2008 we sold 1,000,000 shares of our par value $0.001 common
stock to a group of 26 investors for total proceeds of $25,000.
7
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 2007 but have not received any
results from the geologist and have no knowledge of any 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 $2,737 for the three months ended June 30,
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 required reports with the U.S. Securities and
Exchange Commission.
8
Our net loss from inception through June 30, 2008 was $16,714.
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 June 30, 2008 was $3,286. 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 order to achieve our exploration program goals,
we needed 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. The offering was closed on
July 21, 2008 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.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to complete the first two
phases of the exploration program on our claim consisting of VLF-EM and
magnetometer surveys in Phase 1 and soil surveys, trenching and sampling in
Phase 2. 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
complying with reporting obligations and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be approximately
$23,500.
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
9
PHASE 3
Test diamond drilling $ 70,000
--------
Total $ 87,500
========
We recently commenced 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 expect Phase 1 to take two weeks to complete and
an additional three months for the consulting geologist to prepare his report.
If the results of Phase 1 of the exploration program are positive 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.
10
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.
August 4, 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.
August 4, 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)
11