Attached files
| file | filename |
|---|---|
| EX-32 - Wilson Creek Mining Corp. | v228445_ex32.htm |
| EX-31 - Wilson Creek Mining Corp. | v228445_ex31.htm |
FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2011
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 333-1140143
WILSON CREEK MINING CORP.
(Exact name of registrant as specified in its charter)
|
Nevada
|
11-3790847
|
|
(State or other jurisdiction
|
(I.R.S. Employer Identification Number)
|
|
of incorporation or organization)
|
c/o Core Development Holdings
1080 N W 163rd Drive
Miami, Florida 33169
(Address of principal executive offices)
(305) 430-9113
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yeso No o
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
|
¨
|
Accelerated filer¨
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company x.
|
|
(Do not check if a smaller reporting company)
|
||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesx No o .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yeso Noo .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,500,000 shares of common stock, par value $.0001 per share, outstanding as of July 12, 2011.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the 3 months ended May 31, 2011, prepared by the company, immediately follow.
WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Balance Sheets
|
May 31,
|
Nov. 30,
|
|||||||
|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
$ | - | $ | |||||
|
Total Current Assets
|
- | - | ||||||
|
TOTAL ASSETS
|
$ | - | $ | - | ||||
|
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts Payable
|
39,666 | 34,878 | ||||||
|
Loans From Director
|
45,578 | 34,898 | ||||||
|
Total Current Liabilities
|
85,244 | 69,776 | ||||||
|
Total Liabilities
|
85,244 | 69,776 | ||||||
|
Stockholders' Equity (Deficit)
|
||||||||
|
Common stock, ($0.001 par value, 75,000,000 shares authorized; 3,500,000 shares issued and outstanding as of May 31, 2011 and November 30, 2010 respectively)
|
3,500 | 3,500 | ||||||
|
Additional paid-in capital
|
36,500 | 36,500 | ||||||
|
Deficit accumulated during exploration stage
|
(125,244 | ) | (109,776 | ) | ||||
|
Total Stockholders' Equity (Deficit)
|
(85,244 | ) | (69,776 | ) | ||||
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | - | $ | - | ||||
See Accompanying Notes
2
WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Statements of Operations
|
September 20, 2006
|
||||||||||||||||||||
|
3 months
|
3 months
|
6 months
|
6 months
|
(inception)
|
||||||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
through
|
||||||||||||||||
|
May 31,
|
May 31,
|
May 31,
|
May 31,
|
May 31,
|
||||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
2011
|
||||||||||||||||
|
Revenues
|
||||||||||||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
|
Total Revenues
|
- | - | - | - | - | |||||||||||||||
|
Operating Costs
|
||||||||||||||||||||
|
Administrative Expenses
|
6,064 | 7,718 | 15,468 | 16,157 | 125,244 | |||||||||||||||
|
Total Operating Costs
|
6,064 | 7,718 | 15,468 | 16,157 | 125,244 | |||||||||||||||
|
Net Income (Loss)
|
$ | (6,064 | ) | $ | (7,718 | ) | $ | (15,468 | ) | $ | (16,157 | ) | $ | (125,244 | ) | |||||
|
Basic earnings (loss) per share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
|
Weighted average number of common shares outstanding
|
3,500,000 | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||||||||
See Accompanying Notes
3
WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From September 20, 2006 (Inception) through May 31, 2011
|
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 | ) | |||||||||
|
Net loss, November 30, 2010
|
(24,328 | ) | (24,328 | ) | ||||||||||||||||
|
Balance, November 30, 2010
|
3,500,000 | $ | 3,500 | $ | 36,500 | $ | (109,776 | ) | $ | (69,776 | ) | |||||||||
|
Net loss, February 28, 2011
|
(9,404 | ) | (9,404 | ) | ||||||||||||||||
|
Balance, February 28, 2011
|
3,500,000 | $ | 3,500 | $ | 36,500 | $ | (119,180 | ) | $ | (79,180 | ) | |||||||||
|
Net loss, May 31, 2011
|
(6,064 | ) | (6,064 | ) | ||||||||||||||||
|
Balance, May 31, 2011
|
3,500,000 | $ | 3,500 | $ | 36,500 | $ | (125,244 | ) | $ | (85,244 | ) | |||||||||
4
WILSON CREEK MINING CORP.
(An Exploration Stage Company)
Statements of Cash Flows
|
September 20, 2006
|
||||||||||||
|
6 months
|
6 months
|
(inception)
|
||||||||||
|
Ended
|
Ended
|
through
|
||||||||||
|
May 31,
|
May 31,
|
May 31,
|
||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net income (loss)
|
$ | (15,468 | ) | $ | (16,157 | ) | $ | (125,244 | ) | |||
|
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
|
4,788 | 8,137 | 39,666 | |||||||||
|
Increase (decrease) in Due to Director
|
10,680 | 8,020 | 45,578 | |||||||||
|
Net cash provided by (used in) operating activities
|
- | - | (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
|
- | - | - | |||||||||
|
Cash at beginning of period
|
- | - | - | |||||||||
|
Cash at end of period
|
$ | - | $ | - | $ | - | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid during year for :
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
See Accompanying Notes
5
WILSON CREEK MINING CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 AND 2010
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 activities.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes.
Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
Pro Forma Compensation Expense
No stock options have been issued by Wilson Creek Mining Corp. Accordingly, no pro forma compensation expense is reported in these financial statements.
Mineral Property Acquisition and Exploration Costs
The Company 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. The Company did not establish the commercial feasibility of any exploration prospects; therefore, all costs were being expensed. The Company has abandoned these activities.
Depreciation, Amortization and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are expensed as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income.
Income Taxes
The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. Historically, the Company’s financial instruments have consisted 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.
6
WILSON CREEK MINING CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
May 31, 2011 AND 2010
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- CONTINUED
Per Share Information
The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.
NOTE 3 - PROVISION FOR INCOME TAXES
The provision for income taxes for the period ended May 31, 2011 and May 31, 2010 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 $125,244 since its inception and requires capital for any operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of any Company's contemplated business plan, future operations and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
NOTE 7 - RELATED PARTY TRANSACTIONS
Engin Yesil, the sole officer and director of the Company may, in the future, become involved in other business opportunities 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 interest free. The balance due Mr. Woods was repaid in the first quarter of 2008. Since February, 2008, Mr. Engin Yesil (the Company’s sole officer and director), has advanced funds to enable the Company to pay certain of its expenses, $45,578 of these advances remained outstanding on May 31, 2011.
Transactions, other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS 123 “Share Based Payment”. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees’ stock 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.
7
On September 26, 2006 the Company issued a total of 2,000,000 shares of common stock to one director for cash in the amount of $0.005 per share for a total of $10,000.
On May 2, 2007 the Company issued a total of 450,000 shares of common stock to 4 individuals for cash in the amount of $0.02 per share for a total of $ 9,000.
On June 19, 2007 the Company issued a total of 1,050,000 shares of common stock to 23 individuals for cash in the amount of $0.02 per share for a total of $ 21,000.
As of May 31, 2011 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 May 31, 2011:
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.
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events since May 31, 2011. During this period, the Company did not have any material recognizable subsequent events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $6,064 for the three months ended May 31, 2011 and $7,718 for the three months ended on May 31, 2010. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.
Our net loss from inception through May 31, 2011 was $125,244.
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 May 31, 2011 was $0. During the quarter ended August 31, 2007 we closed our offering with total proceeds of $30,000. If we experience a shortage of funds we may utilize funds from our sole officer and director who has informally agreed to advance funds to allow us to pay for fees associated with filing our periodic reports and correspondence with our shareholders, however our director has no formal commitment, arrangement or legal obligation to advance or loan funds to us. Our sole officer and director has lent us $45,578 to date.
We have sold $40,000 in equity securities to pay for our operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
8
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 has abandoned its previous business.
CRITICAL ACCOUNTING POLICIES
The un-audited financial statements as of May 31, 2011 included herein have been prepared without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with general accepted accounting procedures have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with our November 30, 2009 audited financial statements and notes thereto, which can be found in our Form 10-KSB filed on March 11, 2010 on the SEC website at www.sec.gov.
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
PRO FORMA COMPENSATION EXPENSE
No stock options have been issued by Wilson Creek Mining Corp. Accordingly; no pro forma compensation expense is reported in these financial statements.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The Company has expensed all costs related to the acquisition and exploration of mineral properties in which it previously secured exploration rights prior to establishment of proven and probable reserves. The Company did not establish the commercial feasibility of any exploration prospects; therefore, all costs were expensed. Furthermore, this business has been discontinued.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.
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.
9
Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.
All written forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(D) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have no identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
10
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked with a single asterisk and with two asterisks, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, and our Form 10-K for the fiscal year ended November 30, 2009 filed with the SEC on January 23, 2007 and March 11, 2010, respectively, and can be found at the SEC website at www.sec.gov:
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Articles of Incorporation*
|
|
|
14
|
Code of Ethics**
|
|
|
3.2
|
Bylaws*
|
|
|
Sec. 302 Certification of Principal Executive Officer and Principle Financial Officer
|
||
|
32
|
Sec. 906 Certification of Principal Executive Officer and Principle Financial Officer
|
11
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Wilson Creek Mining Corp., Registrant
|
||
|
July 12, 2011
|
By:
|
/s/ Engin Yesil
|
|
Engin Yesil, President and acting Chief Accounting Officer
|
||
12